HomeMy WebLinkAboutPW15-032 - Original - Aegis ITS, Inc. - Traffic Signal Contral System Replacement - 02/09/2015 Appendix C
City of Kent Request for Proposals (RFP)
For a Traffic Signal Management System
Release Date: February 3 2014
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Date Due: February 24,2014
Time Due: 3:00 p.m. Pacific Standard Time
Address Responses to:
City Cleric's Office
Traffic Signal Management
System RFP
City of Kent
220 4th Avenue South
Kent, WA 98032
Attention:
Steve Mullen,Smullen r@i kentwa
WASH1140TON
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CITY OF KENT,WA
Request for Proposals for a Traffic Signal Management System
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Table of Contents
1.0 SUBMISSION INSTRUCTIONS AND KEY DATES..........................................................................1
1.1 Proposal Format and Preparation......................................................................................................1
1.2 Submission Instructions.....................................................................................................................1
1.3 System Vendor Clarifications and Questions.....................................................................................2
1.4 Key Dates........................................................................................................................ .................2
.
1.5 Preparation Cost.................................................................... ....... ........ ..........................................2
2.0 INTRODUCTION...............................................................................................................I...............3
2.1 Purpose of this RFP...........................................................................................................................3
2.2 About The City.................................................... ................3
2.3 Current Traffic Signal Management System Environment............................ .....4
3.0 SCOPE OF PROCUREMENT...........................................................................................................4
3.1 Software and Hardware.....................................................................................................................4
3.2 Services and Vendor Deliverables...............................................................................................
3.3 City Project Team......................... . ....................................... ..... ...... .........................................9
3.3 Implementation Schedule..................................................... .. .................... ..... ..............................9
4.1 Minimum Requirements.................... .... .. ......... . ...... ................ ........... . .......... .... ... .. ...............9 F
4.2 RFP Questions.....................................................................................................................--........10
4.3 Overall Vendor Selection Criteria ....................................................................................................10
4.4 Standard Contract Information.........................................................................................................11 I
4.5 RFP Changes or Amendments............................ .................................... ......................................11
4.6 Additional Information......................................................................................................................11
RFP Appendices
A. Response Forms.......................................................................................................................A-1
B. Cost Proposal Forms................................................................................................................B-1
C. Enterprise Application and Network Diagram............. .....................................................C-1
D, Standard License and Maintenance Agreement......................................................................D-1
E. Standard Implementation Services Agreement........................................................................E-1
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Request for Proposals for a Traffic Signal Management System
1.0 SUBMISSION INSTRUCTIONS AND KEY DATES
1.1 Proposal Format and Preparation
The City of Kent(the City) is using a forms-based approach for this RFP.The objective is to ensure
that the responses are in a similar order and format to better facilitate a fair and complete
evaluation of responses.
Vendors must electronically complete the Response Forms included in RFP Appendix A and the
Cost Proposal Forms in RFP Appendix 8,which in total will comprise a vendor's proposal.
Proposals(including all accompanying materials)will become the property of the City. Proposals
will be held in confidence to the extent permitted by law.After award of a contract or rejection of all
proposals,the proposals will be public records subject to disclosure under the applicable
Washington statute. By electing to participate in this RFP process, the vendor agrees not to make a
public records request for any documents or information submitted by any applicant for this
Proposal or related in any way to this Proposal until contract execution is complete.
1.2 Submission Instructions
All proposals should be received at the City address listed below no later than February 24, 2014 by
3:00 p.m.Pacific Standard Time. Consulting vendors are solely responsible for ensuring that
proposals are delivered on time. Late proposals may not be accepted and may automatically
disqualify a proposal from further consideration. The City reserves its absolute right, In its sole
discretion to accept or reject any proposal not timely delivered or delivered without the required
number and type of copies specified below. Electronic proposal responses, such as fax or e-mail,
will not be accepted, Proposals should be sent to the City Clerk,addressed as follows:
City Clerk's Office
City of Kent
220 41h Avenue South
Kent,WA 98032
Re: Proposal to Provide a Traffic Signal Control System
Attn, Steve Mullen,Transportation Engineering Manager
Completed Response Forms and Cost Proposals should be provided in separately seated
packages,with each package labeled to distinguish its contents.The sealed Cost Proposal may be
shipped in the same container as the Response Forms. Color is acceptable, but content should not
be lost by black-and-white production. Responses will not be returned.
The Response Forms package should contain the following:
1. One(1)hard copy original Response Forms,clearly marked—ORIGINAL
2. Six (6)copies of the Response Forms,clearlymarked—COPY
3. One compact disc(CD), flash drive, or other acceptable electronic storage device clearly marked
—Response Forms containing:
a. The response forms in MS Word version 2007 format
b. The proposed project schedule in MS Project 2007 format
c. All other required attachments and sample documents in PDF format
The Cost Proposal Forms package should contain the following:
1. One(1)hard copy original Cost Proposal,clearly marked—ORIGINAL
2. Six (6) hard copies of the Cost Proposal,clearlymarked—COPY
3. One(1)CD or other acceptable electronic storage device clearly marked—Cost Proposal
containing the cost proposal response forms in MS Excel version 2007 format
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Request for Proposals for a Traffic Signal Management System
1.3 System Vendor Clarifications and Questions
The City's Project Manager is the sole point of contact for this proposal.All questions concerning
this procurement should be directed to smullen(&kentwa.aov.Other communications will be
considered unofficial and non-binding on the City, and may result in disqualification of the system
vendor.
Specific system vendor questions concerning the RFP must be submitted via email and received no
later than 1:00 p.m. PST on February 10, 2014.Copies of questions relevant to the RFP process,
together with the City's response will be distributed to all participating system vendors.
The City will post answers to the submitted questions by February 13, 2014, 11:00 a.m. PST.
System vendors who seek information,clarification or interpretations from City employees without
using this written submission process are advised that such material is used at the system vendor's
own risk and the City shall not be bound by any such representations,whether oral or written.
1.4 Key Dates
The table below summarizes the schedule for this procurement. j
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1VRFP Released February 3,2014
endor Questions Due February 10,2014
City Response to Questions Issued February 13,2014
Vendor Proposals Due February 24,2014
Finalists Selected March 6,2014
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Demonstration Scripts Sent to Finalist Vendors March 6,2014
Demonstratlon Script Questions Due to City From Vendor via Email March 10,2014
City's Response to Vendor Demonstration Script Questions Completed March 12,2014
Vendor Demonstrations March 31 —April 3,2014
City Determines Apparent Successful Vendor April 14,2014
Contracts Phase April 14-April 30,2014
Estimated Implementation Phase June 2-September 3D, 2014
1.5 Preparation Cost
The City shall not be liable for any costs incurred by a vendor for preparing or submitting a proposal
to the City or for any subsequent demonstrations,presentations, or other activities required by the
City and related to responding to this RFP. Proposals should be prepared simply and economically,
providing a straightforward, concise description of the vendor's capabilities to satisfy the proposal
requirements.
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Request for Proposals for a Traffic Signal Management System
2.0 INTRODUCTION
2.1 Purpose of this RFP
The purpose of this RFP is to solicit proposals to provide and install a replacement traffic signal
control system, and to provide traffic signal controllers—approximately 30 units initially (with
additional traffic signal controllers to be purchased if funding is available, or in future phase(s) of
the management center located on the second floor of Centennial Center, at 400 West Gowe
Street. The proposal includes furnishing, configuring, and placing into operation the traffic signal
control system. The proposal also Includes training for traffic signal system operators and signal
system maintainers. The proposal will replace approximately 30 intersection signal controllers initially
and will provide for replacement of 90 additional intersection signal controllers in future phase(s)of the
program. The proposal should detail how the system will be expanded with future phases of the traffic
signal controller replacement program, The new system will be capable of operating fully-actuated
intersection controllers independently or in coordination with other intersection controllers using time-
of-day programming, system operator pattern selection, or traffic responsive pattern Selection.
Subcontractors(including implementation partners) may be used to perform work under this contract.
The prime vendor must be clearly identified and will be held responsible for all delivery of the
requirements of this RFP and must be the single point of contact for the City.
2.2 About The City
Kent is the sixth largest city in Washington with a population over 120,000. A culturally rich
destination, Kent features captivating neighborhoods, award-winning parks, exceptional school
districts and nationally accredited police and fire departments. In recent years, Kent has
experienced impressive economic growth, and is nationally known as a prime location for
manufacturing. For more information, visit KentWA.go .
The City has approximately 600 full-time employees.The number of temporary employees on the
payroll varies from 100 to 350.The City is a full-service municipality and includes the following
departments:
• Administration/Office of the Mayor City
• Clerk
• Economic&Community Development
• Finance Services Fire
• Prevention
• Human Resources
• Information Technology Legal
• Municipal Court
• Parks, Recreation and Community Services Police
• Public Works
• Water Utility Sewer
• Utility
• The City operates
• over 25 facilities.
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Request for Proposals for a Traffic Signal Management System
2.3 Current Traffic Signal Controller System Environment
The existing traffic control system was purchased in the 1980's and last upgraded in the early
1990's. The system file server runs on Windows NT operating system and is no longer supported.
The current system is to be replaced with new signal management system software that runs on
current and upgradeable PC hardware that is capable of communicating with signal controllers
using twisted pair copper cable, fiber optic cables or wireless technologies, or a combination of all
of them,
The City of Kent primarily uses FSK and Ethernet communication protocols on a combination of
copper interconnect and fiber optic cabling. Ethernet over copper is accomplished with Actelis and
Zhone devices. N-TRON and RuggedCom managed and unmanaged fiber modem media
converters are used on single mode and multimode fiber optic cables as needed.
RFP Appendix C illustrates the City's current enterprise application and technical network
architecture.
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3.0 SCOPE OF PROCUREMENT
The City invites vendors to propose a traffic signal system that best meets the City's requirements,
outlined in this section and detailed in Appendix A.
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3.1 Software and Hardware
The City seeks to replace its existing system with a turnkey solution that includes the following:
• An"Actuated System", capable of a future upgrade to an"Adaptive System".
• A Flashing Yellow Arrow(FYA)-capable system
The City would like the vendor proposals to include all server hardware specifications and
associated system software necessary to run the application as well as any specialized
devices(e.g., handheld units)necessary for field access.
3.1.1 System Management Capabilities
The new trafficsignal control system should manage a minimum of 130 signals with the
capability to manage up to 300 signals.
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Request for Proposals for a Traffic Signal Management System
3.1.2 Technical Standards
The City is striving to establish a standard technology set using the products and
standards identified below, However, it currently supports a wider range of products in
use at the City. The new system should support the following technology standards.
Server Operating Systems and Databases
Business Application Components Standard
Database Servers Windows Server 2008 R2/2012 R2
Application Servers Windows Server 2008 132/2012 R2
Web Server Microsoft IS 7+
DBMS SOL Server 2008 132/2012
OS Virtualization VMWare vS here 5,x
plication Virtualization Citrix XenApp 6.5
Network Configuration and Operating Systems
Network Component Standard
Network Backbone Allied Telesis
Network Operatino stem Windows 2008 R2—Active Directory)
Network Protocols TCP-IP 10110011000
To olo Switched Ethernet to the desktop(Ethernet II
Cable Infrastructure Category 5
File and Print Services MS W indows
Application Servers HP Servers(mix of standard,blades and virtues _ �t
Backup CommVault
Messaging Server Microsoft Exchange 2010
VPN Server NetMotion Mobility
DesktoplLaptop[VDI Configuration
Deskto /LaptopNDI Component Standard j
Desktop PC Make and Model (Minimum HP 8300 i54 GB RAM 320 GB HD
Confi uration)
Desktop Operating Systems Microsoft Windows 7 64-bit
Laptop(Minimum Configuration) HP6570 i5 4 GB RAM 45OGBHD
Laptop in City Vehicles Panasonic CF 19 PTTT 2 GB RAM 130GB HD j !,
VDI Desktop Secs(Minimum VMWare View 3GB RAM, Pooled HD,PColP client
Browser _ Microsoft Internet Ex Iorer 8
Email Client Microsoft Outlook 2010 �
Business Software Suite Microsoft Office 2007/2010
Smart hone Apple Phone latest version
Tablet - Apple!Pad latest version
Mobile Network Verizon 4G
VPN Client _ NetMotion Mobility 10.0 Client
3.2 Services and Vendor Deliverables
Note that the City expects the selected vendor to take the lead In the implementation of the
hardware and software.The City expects that city personnel, led by the City's project manager
and designated subject matter experts, will participate In the implementation effort. The role of the
City's staff is to provide subject matter expertise to the vendor through the implementation
process, relying on the solution provider's staff to configure the hardware and software based on
their extensive experience in implementing this system in public sector settings.
Accordingly,the City expects the selected vendor to supply the preponderance of the
implementation labor.The City does not want a solution where the vendor's implementation
approach consists primarily of training city resources on how to tailor, implement, and use the
software. Specifically, the City expects vendor staff to provide a significant role in installing and
configuring the hardware and software as well as to provide guidance and work collaboratively
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Request for Proposals for a Traffic Signal Management System
with city staff to complete data conversion, interfaces,testing, and training. The proposed
implementation plan should reflect these assumptions.
The following details the City's desired services and associated deliverables.
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Project Management Baseline Detailed Project Schedule
Manage project initiation,scope,schedule A mutually agreed upon hierarchical work breakdown structure,
and implementation. Monitor overall project including task schedules and resource assignments for key
status and adjust for risk. implementation team members and roles.
• Meetings and Status Reports
Monthly project status reports containing sufficiently detailed
information to enable the City to determine the status of the
project and of any variance from the detailed project
schedule.
Hardware Specifications Hardware Specifications
Provide platform specifications to the City Vendor provides hardware specifications to the City a minimum
to enable preparation of the City's data of 30 days prior to the scheduled system installation,
center for system installation.
Installation • Installation Certification II,
Certify the successful installation of the A signed document certifying that the hardware and licensed
hardware and licensed software in the software has been installed in the City's Traffic Management
City's Traffic Management center,and Center and meets the City's criteria for installation.
confirm the test and production
environments are functioning as necessary
to support the implementation effort.
System Testing Draft and Final Test Plans
Define the approach for testing the licensed A document that:
software and following city approval, 1. Defines the overall testing process, Including unit,system,
conduct testing in accordance with the test
plan. acceptance,field,and performance testing
2. Provides a content outline to guide development of test
scripts for unit, system, acceptance,field and performance
testing
3. Includes at a minimum five (5)test scripts developed by the
Vendor to serve as a guideline for the City's development of
remaining scripts
4. Defines a mechanism for tracking test performance and
completion
5. Defines procedures for managing the test environment,
including change control. '...
6. Defines procedures for assigning severity to problems
encountered
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Request for Proposals for a Traffic Signal Management System
Data Conversion ° Draft and Final Data Conversion Plans
Define the approach and schedule for A document that:
converting historical data to the new 1. Identifies data to be converted—including mapping specific
system and,following city approval,convert data sources and destinations for each field (city staff will
historical data and populate fields which assist with identification of data sources)
must be completed prior to productive use
according to the data conversion plan. 2. Defnes necessary conversion algorithms
3. Defines roles and responsibilities(effectively using city staff
resources as referenced in Section 3.4)
4, Identifies all data elements that must be populated prior to
productive use(including those with no source data)
5. Provides a plan for ensuring the system Is appropriately
populated with all necessary data
G Provides a plan for testing the converted and populated data
in the system for accuracy and consistency
° Migrated Data Ready for City Validation i The vendor delivers migrated,historical data ready for the City's
validation,
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Installation Architecture Installation Architecture Specifications
Concisely document the system's A document that identifies:
architecture and interfaces in a manner understandable to all project participants. 1, The major components of the software and the
interfaces between them
2. The major data inputs,functions to be performed,and major
data outputs for each software module
3. All external interfaces, including a description of the
information sent and received,and the method and timing of
the interface
4. Data structrues, including defnitions for and the description
of each element(e.g., name,typo, and dimension),
relationships between elements(structure), range of
possible values of each element, and initial values of each
element
5. The server architecture upon which to run the system,
including database,application, internet,and other servers
and associated data storage devices
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Training ° Draft and Final Training Plans
Following City approval, conduct training in A document that:
accordance with the training plan and 1. Outlines the necessary approach,classes,and
associated curriculum/materials. curriculum
2. Provides training documentation
3. Identifies City attendees and Instructors
4. Provides a training schedule
5. Provides a mechanism for tracking training completion
6. Signal System User Manual
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Go-Live Plan and Implementation Draft and Final Go-Live Plans
Provide technical support after Go-Live, A dotailed task plan,Including a readiness checklist and '..
including identifying and correcting
problems. resource assignments,to support moving the licensed software
P into productive use.
' Technical Operations Manual
A manual to guide city Public Works Transportation and IT staff
in the technical operation and maintenance of Hardware and
Licensed Software after Implementation. Includes site-specific
customizations and operational considerations.
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Request for Proposals for a Traffic Signal Management System
3.3 City Project Team
The project team will include one project manager,and subject matter experts (SMEs)from Public
Works Transportation Engineering Section. The following table outlines the estimated city resources
that will be available to support the selection and implementation of the new system.
Estimated City Resources
Steve Mullen, PW Project Manager, Transportation Engineer Manager 130
Dan Car mail, Signal Technician _ 120
Mike Sorensen, Signal Technician 200 j
Chad Bieren, City Engineer 25
Tim LaPorte, Public Works Department Director 2
Toni Mommersteeg Moore, IT Project Manager 130
Levin Conway, Transportation Operations Technical Services Analyst 40
Total 397
Vendors are encouraged to consider the City's available resources in developing the project schedule
and resource estimates.
3.3 Implementation Schedule
The City expects the selected vendor to begin implementation immediately following contract
signing.The City anticipates the new system to be in full productive use within 6 months after
implementation begins or no later than 12/l/2014.
4.1 PROCUREMENT PROCESS INFORMATION
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4.1 Minimum Requirements
The City seeks qualified proposals from vendors who can meet the following minimum
requirements:
a
A minimum of 2-3 comparable Installed sites with similar complexity of deployment
Registered with Dunn &Bradstreet or other major business register
e A valid Washington State UBI (or commitment to obtain a valid Washington State UBI prior to
contract signing)
o Must support SQL Server database platform
Must have a dedicated Project Manager, approved by the City, assigned to this project with a
minimum of 2-3 comparable site installations of its hardware and software application
In addition, the proposed solution must meet the City's technical standards outlined in section 3.1.2
of this RFP.
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Request for Proposals for a Traffic Signal Management System
4.2 RFP Questions
Potential vendors may submit questions regarding this RFP to the City's Project Manager, listed on
Page 1 of this RFP by the date and time Indicated in Section 1.3.
4.3 Overall Vendor Selection Criteria
The City's evaluation team will assess vendor responses, cost, and strategic fit with the City's goals
and traffic signal controller system requirements to identify no more than three finalists. The
evaluation team will then additionally evaluate software demonstrations and other information that
may be requested from vendors for these finalists only. Although the City reserves its sole right to
base its selection decision on any and all information available to it during this procurement
process,the following evaluation criteria will be used to guide the City evaluation team's selection.
For example,the City will likely use scoring sheets at times during this evaluation process, but a
high score alone will not necessarily be determinative in the evaluation process. The evaluation
team reserves its unqualified right to select the solution it determines best meets the goals of the
City.
4.3.1 Vendor Proposal
All proposals will be initially evaluated to see if they meet the administrative requirements of
this RFP.The evaluation team will then review each offer's proposal for the quality, clarity, and
thoroughness of its response and evaluate them according to the following criteria:
• Ability to meet technical requirements
• Key staff qualifications
• Ability to meet functional requirements
• Implementation and training approach
• Vendorexperience
• Software maintenance and support
• Project management approach
4.3.2 Total Cost of Ownership j
Cost proposals will be evaluated based on a 10-year total cost of ownership. This must
include one-time and the recurring costs of internal city operations and maintenance labor
and recurring costs for hardware replacement.
4.3.3 Strategic Fit
The City's evaluation team will also consider solution simplicity and overall alignment with the
City's Traffic Management Center and business needs. This portion of the overall evaluation will
be based on the judgment of the evaluation team members using all the information made
available during this procurement process, including the additional information that may be
requested from vendors as described in Section 4.8.
4.3.4 Demonstration
Based on the evaluation team's evaluation of the vendor's proposal response, total cost of
ownership, and strategic fit, the City will invite up to three finalist vendors to demonstrate their
system onsite at the City.These demonstrations will rely on city-specific, business based
scripts to be provided by the City. To score this item,the City's evaluation team will consider
adherence to the scripts, functionality, ease of use,flexibility to meet the City's needs with
minimum software customization, and capability to adapt to changing needs in the future.
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Request for Proposals for a Traffic Signal Management System
4.4 Standard Contract Information
The successful vendor(s)will be expected to execute the hardware and software license and
maintenance agreement(s)and separate implementation services agreement attached and
incorporated as RFP Appendices D and E.Vendors may propose amendments to these
agreements, but the City, at its sole option,will decide whether to open discussion on each
proposed amendment.
4.6 RFP Changes orAmendments
Any RFP revisions will be issued in the form of an addendum and will be distributed to all registered
vendors prior to the proposal due date.
4.6 Additional Information
This request does not commit the City to retain any software or service providers,to pay costs
incurred in the preparation of proposals, or to proceed with the project.The City, may, at its
discretion, accept proposals that do not conform to all stated submission requirements of this RFP.
The City reserves the right to reject any or all proposals,to negotiate with any qualified applicant,
and to appoint more than one firm to provide services on given portions of the project.
The City also reserves the right to request additional information from vendors in any manner—
including a best and final offer, interview, and/or client site visit—prior to final selection, and to
consider information about a firm other than that submitted in the proposal. The City may select for
contract negotiations the firm that, in the City's judgment,will best meet the City's needs,
irrespective of the comparison of fees and costs estimated by the vendor.
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RFP APPENDIX A
RESPONSE FORMS
RFP Appendix A—Response Forms
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Request for Proposals for a Traffic Signal Management System
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APPENDIX B
COSTPROPOSALFORMS
The City is using a forms-based approach for this Request for Proposal (RFP). The objective is
to ensure the responses are in a similar order and format to better facilitate a fair and complete
evaluation of responses.
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Offerors must complete each of the four worksheets in this workbook, and attach a product
Invoicelorder form. The City will use this cost proposal and the cost normalization process as
set out in Section 4.5.2. of the RFP to evaluate total cost of ownership.
Offeror's cost proposal must be all-inclusive, including ALL software, hardware, and
services required to implement a fully functional system for the City.This includes any
software required to meet the functional requirements for which you responded "Alternative"
(requirement met through integration with a third-party system) in Form 12- Functional
Requirements of Appendix A. Itemize these costs in Table B. This also includes any services
required to meet the functional requirements for which you responded"Customization"
(requirement met with system modification) in Farm 12-Functional Requirements of Appendix
A. Itemize these costs as Other Professional Services in Table D.
All prices are to be in U.S. dollars and include all applicable taxes, freight, and other associated
fees. Add more lines to the tables as necessary.
Please note that offerors also must complete Appendix A-Response Forms,which �
together with the cost proposal will comprise an offeror's complete proposal. Offerors
must submit this cost proposal as instructed in Section 1.2 of the RFP.
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Please providethe follow g contactanformatwn
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Offeror Name Aegis ITS, Inc. Contact Name = Dou las Ter , P.E.
Mailing Address , : 3350 E. La Palma Ave. Title b Chief Operating Officer
Anaheim, CA 92606 Phohe Number 714 575-5701
f E_MdtlAddress`.--`.%" JdLerryA ae isits.com
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Request for Proposals for a Traffic Signal Management System
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Table A.Application Software Costs
Centracs ATMS v1.9 ATMS Software $ 65,366.16 $ 66,365.16 1 $ 65,365.15
$ $ $
$ $
$ $ $
$ $ $
$ $ $ - 1
$ $ $ -
Sales Tax $ $ $ 6,209.69
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e��figur4atlob»fs„[gqugg erppose 15' or saho in cl dey(soi aregrred fio eQ g,p' ;3
go�rrel�ne�r ts7 fi pm e� ed�,�t�tY� �Ucvr4e��-f qPu e�t r bg�tir�tegra io2�ivith ad7�pd"�Par1)`'?s�-S e �pbF�°ml
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Table B.Other Software Costs
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MS SQL Server 2012 DBMS software $ 2,810,00 $ 2,810.00 1 $ 2,810.00
Ma .Net Ma engine licensing $ 4,430.00 $ 4,430.00 1 $ 4.430.00
Navte LicensingMa licensing $ 2,061.00 $ 2,061.00 1 $ 2,061.0D
Sales Tax $ $ - $ 883,60
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Table C.Hardware Costs
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Econolite Controller Traffic Signal Controller $ 3,060.00 $ 3,060.00 3D $ 91,800.00
$ $ $
$ - $ $ -
$ $ $
$ $ $
$ $ $
Sales Tax $ $ - $ 8,721.O0
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712014 Aegis Proprietary and Confidential B-2
CITY OF KENT RFP Appendix B
Request for Proposals for a Traffic Signal Management System
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Table D.Professional Services
1.Baseline Detailed Project Work Plan 16 $ 228.63 $ 3,658.00
2. Hardware Specifications 8 $ 106.75 $ 854,00
3. Project Status Reports 64 $ 228.64 $ 14,633.00
4. Installation Certification 8 $ 106.75 $ 854.00
5. S stem Configuration Reports 40 $ 116.45 $ 4,658.00
6.Configured Software Ready for Test 48 $ 100.60 $ 4,829.00 l
7.Test Plan 40 $ 123.78 $ 4,951.00
8. Data Conversion Plan 16 $ 106.69 $ 1,707,00
9. Migrated Data Ready for City Validation 90 $ 88.41 $ 7,957.00
10. Interface Specifications 0 $ -
11. Interfaces Ready for Test 0 $ -
12. Installation Architecture Specification 20 $ 131.10 $ 2,622.00
13.Training Plan 8 $ 106.75 $ 854.00
14.Training 40 $ 106.70 $ 4,268.00
15. Site Customization Document 16 $ 97.56 $ 1,561.00
16. Go-Live and Stabilization Plan 12 $ 147,33 $ 1,768.00
17.Template Tools for Documenting Business Processes 0 $ -
18.0 erations Manual 8 $ 88,38 $ 707.00
19, Stabilization Services 0 $
Flexible-use hours2 160 $ 140.24 $ 22,438.00
Other: it 3 $ $
$ $
$ $
$ $
$ $
$ $
$ $
Sales Tax $ - $ 7,440.31
Blended rate equals the total cost divided by the total hours
'Contingency hours that may be used under the direction of the City
'Include all additional services required to meet the functional requirements for which you responded
"Customization" (requirement met with system modification)in Form 12-Functional Requirements of
Appendix A.
7/2014 Aegis Proprietary and Confidential B-3
I
CITY OF KENT RFP Appendix B
Request for Proposals for a Traffic Signal Management System
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Table E.Staffing Rates
Nick Ulman,Senior Associate $ 228.65 144 $ 32,925.30
Donnie Smith, System Support Engineer $ 137.19 40 $ 5,487.60
Keonl Wasano, ITS Engineer $ 106.70 200 $ 21,340.00
Chris Flores, ITS Engineer $ 88.41 210 $ 18,566.10
$
$
Sales Tax 594 $ 7,440.31
j� et7e131e belo otr of etlespma[e'f61a1�e1ae4rav e eresd l5oi�ies a$
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Table F.Estimated Travel Expenses
� r r
Alrfare Assumes 7 flights total $ 4.398.00
Hotel Assumes 28 hotel nights $ 5,277.00
Meals Assumes 35 person days $ 2,814.00
Ground transportation Assumes 35 person days $ 2,419.00
Sales Tax F$p 1,4;q16�...n24E6
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Ir_ htb'� �i�s r no�b�¢e �d�timat$'�dr a rf�a id't onaidm�ementa`t o`nYc�osts �g��i`ra�i g�`��� �I
Table G.Other Implementation Expenses
$ I
$ - I
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CITY OF KENT
Request for Proposals for a Permit Management Solution
RFP Appendix B-Total Cost
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Table 1.One-Time Costs
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Table A.Application Software Costs $ 65,365.15
Table B. Other Software Costs $ 9.301.00
Table C. Hardware Costs $ 91,800.00
- $ 166,466.15 ',..
$ 15,614,28
Table O, Professional Services $ 78,319.00
Table F.Estimated Travel Expenses $ 14,908.00
Table G.Other Implementation Expenses $ -
$ 93,227.00
$ 8,856.57
Table J.Recurring Costs
Application Software $ 131,591.00
Other Software $
Other Annual Fees $
Other Costs $ _
• • s e $ 415,955.00
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712014 Aegis Proprietary and Confidential B-6 '..
II
Appendix C
CITY OF KENT,WA
Request for Proposals for a Traffic Signal Management System
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I
CITY OF KENT,WA
Request for Proposals for a Traffic Signal Management System
RFP APPENDIX D --
STANDARD SOFTWARE LICENSE AND MAINTENANCE AGREEMENT
1.0 Definition of Terms
—Agreement means this Software License and Maintenance Agreement,including all of its
Appendices and all Instruments supplementing,amending,or confirming this Agreement.
—City means the city of Kent,Washington.
—Confidential Information means anydata,files,software,information or materials(whether
prepared by City or its agents or advisors)in oral, electronic, tangible or intangible form and
however stored, compiled or memorialized, that Is classified confidential as defined by City
Classification and categorization guidelines: (a)provided by City to Contractor or a Contractor agent
or otherwise made available to Contractor or a Contractor agent in connection with this Agreement,
or(b)acquired,obtained or learned by Contractor or a Contractor agent in the performance of this
Agreement. Examples of confidential information include, but are not limited to:technology, permit
data,financial data, payroll data, trade secrets,equipment specifications, user lists, passwords,
research data,and technology data(infrastructure, architecture, operating systems, security tools.
IP addresses, etc).The following information shall not be considered confidential information:
information previously known to be public information when received from the other party;
information freely available to the general public; information which now is or hereafter becomes
publicly known by other than a breach of confidentiality hereof; or information which is disclosed by
a party pursuant to subpoena or other legal process and which as a result becomes lawfully
obtainable by the general public.
—Contractor means Aegis ITS and its successors.
—Cure Period means the forty-five(45)day period that begins when either party receives notice of
a breach of the terms and conditions of this Agreement.
—Documentation means all help screens,or other documentation describing the operation of the
Licensed Software, which are delivered (in printed or electronic form)with the Licensed Software by
Contractor, any subsequent updates and new Releases of that documentation provided to City by
Contractor, and any copies of that documentation. Documentation excludes all advertising,
marketing materials, requests for proposal, proposals,demonstration materials and other
promotional information.
—Hardware means the computing equipment upon which the Licensed Software operates.
—Go-Live means the date upon which City first uses the Licensed Software for Productive Use.
--Licensed Software means Contractor's proprietary application software identified in the order
form (Exhibit B of this Agreement),including all modifications and enhancements thereof.
—Licensed User means a person who is authorized by the City to use the Licensed Software and
who has an ID (profile)and password.
—Maintenance means the type and level of maintenance and support services described in Section 3
of this Agreement.
—Malfunction means a defectof the Licensed Software thatdegrades its use.Three levels of
Malfunction classifications(Type A,Type B, and Type C)are defined in Section 3.3 of this
Agreement.
I
—Material Malfunction means an error,bug,ordiscrepancy thatdelays or inhibits the primary
functionality of the Licensed Software or a Malfunction that has the potential to corrupt software
2014
CITYOF KENT,WA j
Request for Proposals for a Traffic Signal Management System
i
data;also an accumulation of non-material Malfunctions that, considered together, satisfies the
standard for materiality. Material Malfunction Includes all Type A Malfunctions as defined in the
Minimum Support Requirements.
—Productive Use means the Licensed Software is being used by City in a production environment.
—Release means each issuance of the Licensed Software,identified by the numeral to the left of the
leftmost decimal point in the Licensed Software's version designation (i.e.,5.1.0 designates the
Licensed Software as part of Release 5).
—Software Final Acceptance means the date upon which City certifies that the Licensed Software is
functioning in Productive Use, for all Intended users, without Malfunction,after all acceptance
testing, including final acceptance testing, is complete.
Software Support Services means that the support services are generally technical support or
brealdfix services that are delivered for specific software products. These services include revenue
derived from long-term technical-support contracts or pay-as-you-go, incident-based support.
Software support services typically include remote troubleshooting capabilities, installation
assistance and basic usability assistance. Remote troubleshooting capabilities may be delivered
via telephone and online communication media or without human assistance through automated
means that reside on the customer's device or are available on the Web.
2.0 Indemnification
Contractor shall defend, indemnify and hold the city of Kent, its officers, officials, employees, agents
and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all
legal costs and attorney fees, arising out of or in connection with Contractor's performance of this
Agreement, except for that portion of the injuries and damages caused by City's negligence.
City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to
avoid any of these covenants of indemnification.
Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115,
then, in the event of liability for damages arising out of bodily injury to persons or damages to property
caused by or resulting from the concurrent negligence of Contractor and City, its officers, officials,
employees, agents and volunteers, Contractor's liability hereunder shall be only to the extent of
Contractor's negligence,
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE
INDEMNIFICATION PROVIDED HEREIN CONSTITUTES CONTRACTOR'S WAIVER OF
IMMUNITY UNDER INDUSTRIAL INSURANCE,TITLE 51 RCW, SOLELY FOR THE PURPOSES
OF THIS INDEMNIFICATION.THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE
MUTUALLY NEGOTIATED THIS WAIVER.
The provisions of this section shall survive the expiration or termination of this Agreement.
3.0 Dispute Resolution j
3.1 Best Efforts
The parties agree to use their best efforts to prevent and resolve potential sources of
conflict before they escalate into dispute, claims,or legal actions.
3.2 Resolution Process
The parties agree to use their best efforts to resolve disputes arising out of or related to
this Agreement using good faith negotiations by engaging in the following dispute
resolution process should any such disputes arise:
3.2.1 Level One—City's project manager and Contractor's project manager shall meet
to discuss and attempt to resolve the dispute in a timely manner. If they cannot
2013 D-16
CITY OF KENT,WA
Request for Proposals for a Traffic Signal Management System
resolve the dispute within seven (7)business days, either party may refer the
dispute to Level Two.
3.2.2 Level Two-City's Chief Administrative Officer and Contractor's chief executive
officer shall meet to discuss and attempt to resolve the dispute in a timely manner.
3,2.3 Litigation-If the parties are unable to settle any dispute, difference or claim within
seven (7)calendar days of the commencement of the Level Two escalation,the
exclusive means of resolving that dispute, difference or claim,shall only be by filing
suit exclusively under the venue, rules and jurisdiction of the King County Superior
Court, King County,Washington, unless the parties agree in writing to an
alternative dispute resolution process. In any claim or lawsuit for damages arising
from the parties'performance of this Agreement, each party shall pay all its legal
costs and attorney's fees incurred in defending or bringing such claim or lawsuit,
including all appeals, in addition to any other recovery or award provided by law;
provided, however, nothing in this paragraph shall be construed to limit City's right
to indemnification under Section 4.1 of this Agreement.
4.0 General Terms and Conditions
4.1 Fees and Payment Terms
All undisputed invoices are payable in U.S, dollars within thirty(30)days from the date of
Contractor's invoice. j
4.2 City Responsibilities and Access
City will reasonably cooperate with Contractor and will:
4.2.1 Give Contractor physical access to City's site during normal working hours(or as
otherwise agreed), and office space and equipment,telephone service,
programming facilities,and other reasonable administrative and infrastructure
support as needed for Contractor to deliver services.
4.2.2 Give Contractor remote Internet access to the servers on which the Licensed
Software resides.
4.2.3 Make available knowledgeable City staff to answer questions and make decisions
when necessary relating to the services being performed by Contractor.
4.2.4 Provide timely responses and approvals to Contractor.
4.2.5 Conduct regular backups of Contractor's servers and all other City data, with
backups made available to Contractor if needed for data restoration,
4,2.6 Give Contractor reasonable notice before(1)implementing major updates to the
operating system or database management system supporting Licensed
Software, (2) moving Licensed Software to a server with different processor
characteristics,or(3) hardware on which the Licensed Software resides is
moved to a new location in the network.
Contractor shall comply with all of City's security procedures regarding such access.
Contractor shall use such access solely for performing its obligations hereunder and
Contractor shall be liable for any breach of City's systems arising from Contractor's access
or use of City's passwords or access rights.
4,3 Confidentiality
Parties acknowledge that they may receive information from one another or otherwise in
connection with this Agreement or the performance of the services. Except for information
in the public domain, unless such information falls into the public domain by disclosure or
other acts of disclosing Party or through the fault of the disclosing Party, the receiving
Party agrees:
4.3.1 To maintain this information in confidence.
4.3.2 Not to use this information other than in the course of this Agreement.
4.3.3 Not to disclose or release such information except on a need-to-know only basis.
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2013 D-17 j
CITY OF KENT,WA
Request for Proposals for a Traffic Signal Management System
4.3.4 Not to disclose or release such information to any third person without the prior
written consent of disclosing Party, except for authorized employees or agents of
receiving Party.
4.3.5 To take all appropriate action,whether by instruction, agreement or otherwise, to
ensure that third persons with access to the information under the direction or
control or in any contractual relationship with receiving Party do not disclose or
use, directly or Indirectly, for any purpose other than for performing the Services
during or after the term of this Agreement,any material or Information, including the
information,without first obtaining disclosing Party's written consent.
The receiving Party is fully responsible for any authorized or unauthorized collection,
storage, disclosure and use of, and access to,disclosing Party's proprietary information.
Receiving Party shall implement and maintain administrative, physical and technical
safeguards that prevent any collection, use or disclosure of, or access to,disclosing Party's
proprietary information that this Agreement does not expressly authorize. Such safeguards
shall include, without limitation, information security processes or procedures that meet the
highest industry standards to safeguard disclosing Party's proprietary information.
If Confidential Information is requested to be disclosed by receiving Party pursuant to a
request received by a third party and such disclosure of the Confidential Information is
required under applicable law, regulation, governmental or regulatory authority, receiving
Party may disclose the Confidential Information after providing disclosing Party with written
notice of the requested disclosure(to the extent such notice to disclosing Party is permitted
by applicable law)and giving disclosing Party opportunity to review the request. If receiving
Party receives no objection from disclosing Party within ten (10)days after providing notice to
disclosing Party, it may release the Confidential Information. Notice of the requested
disclosure of Confidential Information by receiving Party must be provided to disclosing
Party within twenty-four(24) hours after receiving Party's receipt of notice of the requested
disclosure and, upon disclosing Party's request, receiving Party shall seek to obtain legal
protection from the release of the Confidential Information.
4.4 Limitation of Liability
Contractor's indemnification applies to all damages incurred by City or third parties,whether
actual,direct, indirect,consequential or incidental. Except for Contractor's breach of its
confidentiality obligations or damages arising out of Contractor's intentional
misrepresentation, gross negligence or willful misconduct, both parties agree that
Contractor's liability for any damages relating to this Agreement shall not exceed the greater
of:
(a) 1.5 times the fees payable to Contractor as provided for herein,
(b) the actual amounts received by Contractor during the term, or(c)$2.0 million (two
million dollars).
4.5 Remedies i
6.6.1 City Remedies
Contractor is responsible for the cure of all breaches of this Agreement within the
Cure Period.All such cures shall maintain the same or substantially similar levels of
performance and capability of the Licensed Software.
If Contractor does not comply with the Agreement within the Cure Period, City may
recover damages of the types and within the limitations established in this J
Agreement,
4.6 Breach of Agreement
The failure of a party to enforce any right under this Agreement may not be deemed a
waiver of any subsequent breach of this Agreement.
No delay,failure, or default in performance of any obligation by either party, except
obligations to make payments hereunder, constitutes a breach of this Agreement to the
2013 p-1 g
CITY OF KENT,WA
Request for Proposals for a TraiHc Signat Management System
extent caused by events beyond the reasonable control of the defaulting or delayed party.
4.7 Communications
All binding communications between the parties under this Agreement must be in writing
and sent by personal delivery or by receipted delivery service to City at the respective
addressee set forth below:
City of Kent
Attn: Steve Mullen,
Transportation Engineer Manager
Public Works Department
220 4th Avenue South
Kent,WA 98032
4.8 No Hire of Certain Employees
Contractor agrees that until one year after the termination and non-renewal of
Maintenance, Contractor will not hire, employ, retain (directly or indirectly), or contract for
services directly with any current or former employee of City, without receiving prior
written consent from City.
5.0 Effective Date
Although executed between the parties at or near the time of commencement of the implementation
phase of Contractor's products and services,and although the parties acknowledge that they are
bound by the terms of this Agreement,this Software License and Maintenance Agreement shall take
effect when the agreement has been fully executed by both parties.
IN WITNESS,the parties below execute this Agreement.
CONTRACTOR: CITY OF KE T✓—>
By� By:
(signature) -(signature
Print Name: ;`GI'L (��llhCi a/ Pri t Na uzette Cooke
Title SLwrc ✓ /I 5S0c,"cc7t� Title__ _ _ Mayor
L/
Date: ��L// l Date: 7
NOTICES TO BE SENT TO: NOTICES TO BE SENT TO:
CONTRACTOR: CITY OF KENT:
Doug Terry,P.E. Stephen Mullen,Transportation Engineer
Aegis ITS Manager
3360 East La Palma Av City of Kent
Anaheim,CA,92806
Kent,WA98032
714-575-5701 (telephone)
714-630-1973(facsimlle) (253)856-6585 (telephone)
APPROVED AS TO FORM:
Kent Law Department
2013 D-19
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CITY OF KENT,WA
Request for Proposals for a Traffic Signal Management System
I
Exhibit A
STANDARD SOFTWARE LICENSE AND MAINTENANCE AGREEMENT
Consideration and Payment Schedule for Aegis ITS
LICENSE FEES
1. On execution of this Agreement(20%):$39,933.77
2. Upon satisfaction of delivery of Licensed Software(80%):$159,735,10
Unless Contractor is notified in writing of specific Type A or B Malfunctions, the City shall provide written
certification of satisfaction of Licensed Software delivery once the last installed module of the Licensed
Software is has been in Productive Use for 90 days.
In the event that acts beyond the reasonable control of either party delay achievement of the Licensed
Software delivery, any applicable delivery schedule shall be extended by a period of time equal to the
time lost because of any such delay.
In the event that the Contractor is notified of specific Type A or B Malfunctions, the 90-d2y period shall
begin again once all identified Malfunctions have been corrected.
ANNUAL SUPPORT AND MAINTENANCE FEES
Contractor will invoice the City based 60 days prior to the beginning of the maintenance period.The first
payment, in the amount of$12,929 and covering a period of 12 months,will be due upon the beginning of
year two-use of the software.
At each renewal period, Contractor may request price adjustments 60 days prior to the renewal date. In
no event should any annual maintenance fees for any software products be increased by more than the
lower of: (a)three percent(3%)of the previous year's maintenance fees. In no event should the
maintenance factor used to calculate the annual maintenance fees exceed the—then current factor used
generally by the Contractor to calculate annual maintenance fees for other licensees in the United States.
ADDITIONAL LICENSES
i
The City shall have the right to purchase additional licenses as needed at the same unit price in the order
form for two (2) years after the signing of this Agreement. Thereafter, annual adjustments for CPI may be
applied to these unit prices.
The City shall pay additional Maintenance for additional licenses at the same rate paid by the City for its
then-current Maintenance program.When additional licenses are purchased during a then-current
Maintenance period, fees shall be prorated to reflect the amount due for the remainder of the
Maintenance period,
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2013 D-20
Exhibit B
Software License Agreement
Centracs®Advanced Traffic Management System Software
Centrar a Software License Agreement(ISLA)
INTORTANTI READ CAREFULLY:
This Connors SOFTWARE,license Agreement("ISLA")is a legal agreement between City/Agency("Licensee")and Econolite Control
Products,hic,("Licensor")for any and all Centracs'software product(s),which includes computer software and associated media,printed
materials,and"Online"or electronic documentation("SOFTWARE")provided under the Agreement for Professional Services contmc6IIy
installing,copying,or otherwise using the SOFTWARE,you the License agree to be bound by the terms of this ISLA.If you do not agree to the
terms of this ISLA,you may not use the SOFTWARE.
SOFTWARE License
The SOFTWARE is protected by copyright laws and international copyright treaties•as well as other intellectual property laws and treaties.The
SOFTWARE is licensed,not sold.
'Phis ISLA grams you the following rights:
• Yon may install and use the Centracs C can mmit'alions Server SOFTWARE on one(1)compiter(s)located on City/Agency premises.
• You may install yid use the Cenhttcs Traffic Applicalionstl'file Server SOFTWARE on one(1)computer(s)located on City/Agency
premises.
• You may install and use the L'en/racs works(ation SOFTWARE on two(2)worksation(s)located on the premises ofCigdAgency or
agency par beas/consultantra
• You may not reverse engineer,decompile,or disassemble the SOFTWARE,except and only to the extent that such activity is
expressly permelted by applicable law,notvithslanding this limitation.
• The SOFTWARE is licensed as a single product Its component parts may not be separated for use on more than one computer.
• You may not rent or lease the SOFTWARE.
• Without prejudice to any other rights,Econolite Control Products,ilia.may lean finale this ISLA if you fail to comply with file terms
and conditions of this ISLA.In such event,you must destroy all copies of the SOFTWARE and all of its component parts.
SOFTWARE Ownership
Any Cerrrmes soltavara("Software")that is made available from Econolite Control Products,is the copyrighted work of EConolite Control
Products,Inc.and/or its suppliers or others that have licensed material to Ewnolite Control Products,Inc..Use of the SOFTWARE is governed
by these Terms of Use and ISLA contained therein.
The SOFTWARE is made available for use by customers of Econolite Control Products,Inc.and/or its subsidiaries,distributors,authorized
agents or representatives or suppliers,according to this ISLA.Any reproduction Or redistribution of the SOFTWARE act in accordance with the
Terms of Use is expressly prohibited by law.You may not install any Cerrrrnes SOFTWARE unless you agree to these Terms office in their
entirety.
Warranties
Econolite Control Products,Inc agrees to provide City/Agency with one year of warranty support of the SOFTWARE beginning upoll
completion of acceplance testing ofthe SOFTWARE.This support will cover all SOFTWARE components provided by Econolite Control
Products,file..SOFTWARE components provided by others,(including any and all area snaps and intersection graphics)will not be included in
this warranty.
SOFTWARE Copyright
The SOFTWARE is marketed by Econolite Connor Products,Inc.in part under a perpetual license of cerefir copyrighted works of otluas as to
certain element and in part as the copyrighted work ofFeconlite Control Products,file, Use of the SOFTWARE is governed by the leans ofthis
Agreement,certain oftbe terms of which relate to or incorporate other agreements respecting intellectual property contained in the SOFTWARE.
The SOFTWARE is protected by copyright laws and international treaty provisions.Therefore,you must treat the SOFTWARE like any other
copyrighted materiel.You may not copy the printed materials acconnpanying the SOFTWARE.
Restricted Rights Legend
Any SOFT WARE which is provided for or on behalf of the United States ofAmerica or for or on behalfafLicensee,their agencies and/or
last ru l entalilies("U.S.Government)is provided with Restricted Rigbis,Use,duplication,or disclosure by the U.S.Government is subject to
restrictions as set forth in Federal Acquisition Regulations subparagraph(c)(1)(n)of the Rights in Technical Data and Computer SOFTWARE -
clause at DFARS 252.227-7013 or subparagraphs(c)(1)and(2)of the Commercial Computer SOFTWARE-Restricted Rights at 48 CFR
52.227-19.as applicable.The manufacturer is Econolite Control Prod nets,lac.,3360 E,To Palma Ave,Anaheim,CA 92806,(714)630-3700.
ANY RIGHT'S NOT EXPRESSLY GRANTED HEREIN ARE,RESERVED.
1.Centracs is a registered trademark of Econolite Control Products,Inc.
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Exhibit C
An EcondNe Group Company
ITS
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Sample Software Maintenance Agreement
This agreement is for Centracs software maintenance to be provided by Aegis ITS(hereafter referred to
as"Aegis")to the City of XXX(hereafter referred to as"Agency")as follows:
II
Products Covered
This agreement covers systems maintenance support of the base Centracs system software licensed to
Agency. This agreement does not cover third party commercial off the shelf(COTS)software(even if
that software is required for correct system opeiation),system hardware,communications equipment,or
field equipment and software unless that soft are falls under the base Centracs system software license
agreement.
Period of Coverage
This coverage is valid for one calendar year(I-year)from the commencement date of this agreement.
Thereafter the annual fee for systems maintenance agreement may be renegotiated by the patties not less
than 60 days prior to the expiration of the period of coverage.
Coverage
Aegis provides three options for continued software support and annual upgrades:
• Bronze—Provides for one annual upgrade for the supported software. Upgrades will be '..
performed via a remote connection provided by the Agency. Technical support and services are
provided via remote support.
• Silver—Provides one annual upgrade for the supported software. Upgrades will be performed
during a one-day(1-day)on-site visit by an Econolite engineer. Technical support and services
are provided via remote methods.
i
• Gold—Provides one annual upgrade for the supported software. Upgrades will be performed I
during a three-day(3-day)on-site visit by an Econolite engineer. Informal refresher paining is l
provided during the on-site visit along with the upgrade as needed. Technical support and
services are provided via remote methods.
Technical Support
Technical support and service from Aegis shall be provided by remote methods unless on-site support is
requested by Agency or Aegis deems necessary. In the event on-site support is provided,Aegis at its
option may invoice for time,travel and lodging as identified in the provisions below.
Technical support hours of operation:
8:00am to 5:00pm(Mountain Time)/Monday—Friday except fur holidays recognized by Aegis.
Support requests received outside normal hours of operation are generally responded to within 24 hours.
i
Technical Support Contact Information:
Local Account Manager or,Phone:714.630.3700 or 800,225.6480 or,
Online at www.econolite.com
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® i
uo-jegis An Econollte Group company
ITS
Provisions
1. Payment is due at the commencement of the annual maintenance period. To be.paid to Aegis within
30 days of Agency's receipt of proper invoice.
2, Aegis may invoice Agency for any time,travel and lodging costs required for support or upgrades.
One on-site,annual visit is included for the silver and gold support agreements;additional visits may
be unvoiced accordingly. Aegis may invoice up to but not exceed$225.00 per hour. Invoice to be
paid to Aegis according to standard payment terms.
3. In the event remote access is granted(required for Bronze agreement),the Agency shall maintain a
dedicated telephone line,or VPN(Virtual Private Network)connection for remote access to the
system by Aegis. Aegis will provide support services by means judged appropriate by Aegis. Such
means may include,without limitation,remote access to Agency computer(s),remote telephone
consultations,and the provision of written documentation and other materials to Agency,by mail or
electronic means. Response time for requests for remote support shall be kept under 24 hours.
4. In the event that hardware,operating system,or other 3`1 party software,in use by the Customer,is
deemed by Aegis not to be sufficient for installation of an Upgrade Release,then the Customer shall
be responsible for the cost of any new hardware or software as may be required.
5. In the event that Aegis identifies a fault or failure in software or hardware not covered under this
agreement,which affects the operation of the ATMS,then Agency agrees to take prompt action to
correct such faults and failures. Upon correction of said failures,Aegis shall ensure that the ATMS is
restored and operational within five(5)working days,
6. In the eventthat Aegis identifies a fault or failure in Aegis developed software or manufactured !,
hardware covered under this agreement,which affects the operation of the ATMS,Aegis shall ensure ! !
that the system is restored and operational within 5 working days. If the failure is due to third party
hardware or software,in by Aegis,Aegis will ensure that the system is restored within 5 days
of the third party replacing or repairing the items which they supplied. !!
7. This agreement may be voided at the option of Aegis if Agency modifies any part of the ATMS
software where source code has been provided. Aegis will determine,in its discretion,if these
modifications impede the ability to provide continued support and system upgrades.
8. A software upgrade may require hardware and third party COTS software(e.g.operating systems,
database servers,drivers,etc)upgrades to ensure the performance and functionality of the system.
Aegis will provide details ofmirrimum system requirements and the system will be upgraded at
Agency's cost to meet or exceed these requirements at least one week prior to the base ATMSI.
software upgrade.
9. This upgrade may not support all the functionality of the previous version of the ATMS.Prior to the
upgrade,A egis will provide Agency with release notes for the new product that describes new and
modified functionality. It is not anticipated that any core functionality will be lost,however support
for obsolete field devices may not be included in future system upgrades.
10, There shall be no third panty applications loaded onto any server,workstation or laptop accessing or
forming part of the ATMS without the prior approval of Aegis.
11. This agreement specifically excludes damage to the AIMS caused by the following:accident,
unusual physical,electrical, electromechanical stress,neglect,misuse,failure of electric power,
environmental conditions,transportation,or operating with operating systems,media or other
software programs or use with hardware not approved by Aegis.
12. Aegis is not responsible for obsolescence of the ATMS'that may result from changes in Agency
computer or informational needs requirements or from changes in Agency's operational hardware or
software programs.
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uegis An Econallle Group company
ITS
13. Aegis warrants the ATMS will perform as defined in the published product specification provided
that: (a)the ATMS is used only with the hardware approved by Aegis acid in accordance with Aegis's
documentation and use instructions;(b)the hardware is in good operating condition at all times and is
installed in a suitable operating environment and is regularly maintained in accordance with the user
documentation provided by Aegis or the manufacturer;(e)any error or defect in the ATMS is not
caused by Agency,its employees,agents, contractors,or any third party.
14. Major system upgrades that include new features and functions also include new ATMS user
manuals. New documentation is not generated for minor system upgrades to correct errors.
Coverage �
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Gold $XXX for 1 Year
*Price does not include tax
Coverage Effective Commences I Year from the date of Cend•acs Acceptance
Signatures below indicate contractual agreement with the terms and conditions herein.
XXXX: Aegis ITS:
Signature Signature
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Print Priut
Title Title
Date
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CITY OF KENT,WA
Request for Proposals for a Traffic Signal Management System
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STANDARD IMPLEMENTATION SERVICES AGREEMENT
EXHIBIT D
PRODUCT ORDER FORM
[COMPLETED PRODUCT ORDER FORM FROM THE CONTRACTOR'S PROPOSAL TO BE ADDED
AFTER CONTRACTOR SELECTION.]
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Request for Proposals for a Traffic Signal Management System
RFP APPENDIX E
STANDARD IMPLEMENTATION SERVICES AGREEMENT
AGREEMENT FOR CONTRACTOR SERVICES BETWEEN
CITY OF KENT
AND
Aegis ITS, Inc.
This Agreement dated Jul 9 201h is made and entered into between City of Kent, hereafter
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referred to as—the City and Aegis ITS, Inc.hereafter referred to as"CONTRACTOR."
WITNESSETH
WHEREAS, CITY requires the services of a contractor to render certain technical and professional
services on the
Traffic Signal Management System Implementation Project
as described below; and
WHEREAS. CONTRACTOR has available and offers to provide personnel and facilities necessary to
accomplish the work within the required time:
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NOW, therefore, the City and CONTRACTOR agree as follows:
GENERAL PROVISIONS
Article 1. Scope of Consulting Services
1.1 The CONTRACTOR agrees to perform those services which are described in the
Statement of Work(Exhibit A)which Is attached to, and incorporated in,this Agreement.
Article 2. Authorization
2.1 Specific authorization to proceed with the work described in Exhibit A shall be granted in
writing by the City. CONTRACTOR shall not proceed with the work unless it is
authorized.This authorization shall set forth the date of commencement of the work and
the schedule of progress and completion.The CONTRACTOR shall commence the work
immediately upon receipt of a written Notice to Proceed.
Article 3. Compensation
3.1 For the services described in Exhibit A which are to be performed by CONTRACTOR,
The City agrees to pay, and CONTRACTOR agrees to accept,compensation in
accordance with the schedules set forth in Exhibit B, Consideration and Payment
Schedule, which is attached to, and incorporated in this Agreement.
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Article 4. Warranty
4.1 CONTRACTOR warrants that:
(1) It will perform the Services in a professional and workmanlike manner, in
accordance with the standards of performance generally accepted in the
software industry In the Puget Sound region.
(2) It will strictly comply with the descriptions and representations as to the Services
(including performance capabilities,accuracy,completeness,characteristics,
specifications, configurations,standards,function and requirements)which
appear in this Agreement and in Contractor's response to City's Request For
Proposals for a Traffic Signal Management System, dated February 3,2014 and
as amended during the best and final offer discussions
(3) The Services will not be in violation of any applicable law, rule or regulation,and
CONTRACTOR will have obtained all permits required to comply with such law
and regulations
(4) The Services will not violate, or in any way, infringe upon the rights of third
parties, including property, contractual,employment,trade secrets, proprietary
information and nondisclosure rights, or any trademarks, license, copyright or
patent rights
(5) Entry into and performance of this Agreement Is not limited in any way by any
loan, security, financing,contractual or other agreement to which Contractor is a
party
(6) Errors or omissions committed by Contractor in the course of providing services
shall be remedied promptly and timely by Contractor at its own expense
Article 5. Integration
5.1 This Agreement, its exhibits, CONTRACTOR's Response to the RFP, and
CONTRACTOR's demonstration materials represents the entire understanding of the City
and CONTRACTOR as to the installation, training and implementation of the
CONTRACTOR's products and software. No prior oral, understanding shall be of any
force or effect with respect to this Agreement.This Agreement may not be amended,
modified or altered except in writing signed by the authorized representative of both
parties.
Article 6. Ownership of Work Product
6.1 Excluding Licensed Software, all designs, drawings, specifications, notes,artwork,and
other work developed in the performance of this agreement are produced for hire and
remain the sole property of the City and may be used by the City for any other purpose
without additional compensation to the CONTRACTOR.The CONTRACTOR agrees not
to assert any rights and not to establish any claim under design patent or copyright laws,
6.2 The CONTRACTOR, for a period of three years after final payment under this contract,
will, at the request of the City, furnish (or,if the City so requests, provide access to) all
materials of any kind in any format related to this Agreement that the CONTRACTOR has
retained at its business location(s)within five(5) business days of the City's request.
Unless otherwise directed by the City, the CONTRACTOR may retain copies of all the
materials.
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Article 7. Performance and Schedule
7A In performing the Services, the CONTRACTOR will comply with the descriptions and
representations as to the Services(including staffing assigned, skills of assigned staff,
performance capabilities, accuracy,completeness, specifications,standards,function
and requirements)set forth in Exhibit A. The City will meet its obligations set forth in
Exhibit A.
7.2 Time is of the essence In this Agreement, CONTRACTOR agrees to coordinate its work
to ensure its timely completion, no later than September, 2015, and shall immediately
notify the City of any anticipated delays or causes or casualties beyond CONTRACTOR's
control which may affect the work schedule. CONTRACTOR agrees to complete the work
in Exhibit A in accordance with the activity schedule shown in Exhibit A.
7.3 Parties shall not be considered In default because of any delays in completion and
responsibilities hereunder due to causes beyond the control and without fault or
negligence on the part of the parties, including but not restricted to, natural disaster,war,
civil unrest, volcano, earthquake, fire, flood, epidemic, quarantine restriction, area-wide
strike, freight embargo, unusually severe weather or delay of subcontractor or supplies
due to such cause. Parties shall make all reasonable efforts to remove or eliminate such
a cause of delay or default and shall, upon cessation of the cause, diligently pursue
performance of its obligation under the Agreement.
Article S. Change in Scope of Work
8.1 The City may request or CONTRACTOR may recommend, that CONTRACTOR perform
work in addition to or different from that delineated in the original Statement of Work,and
may delete work from the Statement of Work, and/or change the schedule. Upon the
City's request for additional or changed work, CONTRACTOR shall promptly provide a
cost estimate and written description of the additional or changed work. Prior to any such
addition,change, or deletion to the work or schedule change,the City and
CONTRACTOR shall negotiate an adjustment of compensation and time for completion.
Additional or changed work is subject to contract rates. The parties will agree to the terms
or amount of the additional or changed work within twenty-one(21)calendar days, unless
they mutually agree to extend that time. If they are unable to reach agreement,they shall
resolve the dispute under the claim and dispute resolution process established in this
Agreement.The Scope of Work and compensation to CONTRACTOR shall thereafter be
as described In Exhibits A and B and shall specify the time for completing the work.All
terms and provisions of the Agreement,except as expressly modified by such addition,
change, or deletion to the work or schedule change, shall remain in full force and effect,
including, but not limited to, "Warranty"and"Insurance and Indemnification."The City will
not be required to pay for any additional or changed work rendered in advance of the
execution of the modification to the Agreement covering the additional or changed work.
The products,work,or services required to fix the software defects in the baseline
software will not be considered additional or changed work.
Article 9. Termination or Abandonment
9.1 The City has a right to terminate or abandon any portion or all of the work by giving ten
(10)calendar days prior written notice. In such event,the City shall be given title
immediately to all work products and other documents developed for that portion of the
work completed and/or being abandoned.The City shall pay CONTRACTOR for services
for any portion of the work being terminated which were rendered prior to termination at
the stated contract rates. If said termination occurs prior to completion of any task of the
project for which a payment request has not been received, the fee for services
performed during such task shall be based on an amount mutually agreed to by the City
and CONTRACTOR of the portion of such task completed but not paid prior to said
termination.The City shall not be liable for any costs other than the fees or portions
thereof which are specified herein.
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9.2 If the CONTRACTOR neglects to perform the Services properly or otherwise fails to
comply with the requirements of this Agreement, the City must notify the CONTRACTOR
in writing of such default(a—Default Notice). Upon receipt of a Default Notice,the
CONTRACTOR must either correct the default at no additional cost to the City, or issue a
written notice of its own explaining in detail why it disputes the alleged default, in either
case responding within fifteen calendar days immediately following receipt of a Default
Notice. If the CONTRACTOR fails to correct the default, or Issue a good faith notice
disputing the alleged default,within this fifteen day response period, the City may
terminate, in its sole discretion, the entire Agreement or the part of this Agreement
relating to the provision of Services subject to the Default, and in such case will be
responsible for payment to the CONTRACTOR of only that part of the fee earned by the
CONTRACTOR for those Services performed up to the time of communication of such
notice of termination to the CONTRACTOR,
9.3 Termination of this Agreement shall not affect any right of action of either party arising
from anything which was done or not done, as the case may be, prior to the termination
taking effect.
Article 10.Dispute Resolution
10.1 The parties agree to use their best efforts to prevent and resolve potential sources of
conflict before they escalate into dispute,claims, or legal actions.
102 The parties agree to use their best efforts to resolve disputes arising out of or related to
this Agreement using good faith negotiations by engaging in the following dispute f
resolution process should any such disputes arise:
(1) Level One—The City's project manager and CONTRACTOR's project manager
shall meet to discuss and attempt to resolve the dispute in a timely manner. If
they cannot resolve the dispute within seven business days, either party may
refer the dispute to Level Two.
(2) Level Two—The City's general manager and CONTRACTOR'S chief executive
officer shall meet to discuss and attempt to resolve the dispute in a timely
manner.
(3) Litigation—If the parties are unable to settle any dispute, difference or claim
within seven calendar days of the commencement of the Level Two escalation,
the exclusive means of resolving that dispute, difference or claim,shall only be
by filing suit exclusively under the venue, rules and jurisdiction of the King
County Superior Court, King County,Washington, unless the parties agree in
writing to an alternative dispute resolution process. In any claim or lawsuit for
damages arising from the parties'performance of this Agreement, each party
shall pay all its legal costs and attorney's fees incurred in defending or bringing
such claim or lawsuit, including all appeals, in addition to any other recovery or
award provided by law, provided, however, nothing in this paragraph shall be
construed to limit the City's right to indemnification under Article 14 of this
Agreement.
Article 11.Limitation of Liability
11.1 Except for(a)the CONTRACTOR'S indemnity obligations hereunder, (b)the
CONTRACTOR'S breach of its confidentiality obligations,or(c)damages arising out of
the CONTRACTOR'S intentional misrepresentation,gross negligence or willful
misconduct, both parties agree that the CONTRACTOR'S liability for any damages
relating to this Agreement shall not exceed the greater of(1) 1.75 times the fees payable
to the CONTRACTOR as provided for herein, or(2)the actual amounts received by the
CONTRACTOR during the term, or(3)2,0 million dollars.
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Article 12.Confidentiality
12.1 Notwithstanding any other provision of this Agreement, the CONTRACTOR
acknowledges that the City is a governmental entity in the State of Washington and Is
subject to applicable public records law, and that the City may be required to release
certain information in response to requests for public information.
12.2 In the event the City receives a public,judicial,or governmental request, requirement,
order or otherwise,to disclose any of the CONTRACTOR's information that is confidential
under this Agreement, the City will promptly notify the CONTRACTOR in order to provide
the CONTRACTOR with sufficient time to object to disclosure of the information. The
CONTRACTOR shall be solely responsible for initiating any legal action to prevent or limit
the disclosure of CONTRACTOR's confidential information and for any and all expenses
relating thereto.The City shall take reasonable and appropriate steps to cooperate with
and assist the CONTRACTOR in objecting to or contesting such request, requirement, or
order.
12.3 The CONTRACTOR acknowledges that it may receive information from the City or
otherwise in connection with this Agreement or the performance of the Services, Except
for information in the public domain, unless such information falls into the public domain
by disclosure or other acts of the City or through the fault of the City, the CONTRACTOR
agrees:
(1) to maintain this information in confidence.
(2) not to use this information other than in the course of this Agreement.
(3) not to disclose or release such information except on a need-to-know only basis.
(4) not to disclose or release such information to any third person without the prior
written consent of the City, except for authorized employees or agents of the
CONTRACTOR.
(5) to take all appropriate action,whether by instruction, agreement or otherwise, to
ensure that third persons with access to the information under the direction or
control or in any contractual relationship with the CONTRACTOR, do not disclose
or use, directly or indirectly, for any purpose other than for performing the
Services during or after the term of this Agreement,any material or information,
including the information, without first obtaining the written consent of the City.
12.4 The CONTRACTOR shall comply with the City's applicable written privacy and security
policies that will be provided to the CONTRACTOR. Compliance with the City's policies
shall not otherwise relieve CONTRACTOR of its duties to protect the City's Confidential
Information.
12.5 The CONTRACTOR is fully responsible for any authorized or unauthorized collection,
storage, disclosure and use of, and access to, the City's proprietary information. The
CONTRACTOR shall implement and maintain administrative, physical and technical
safeguards that prevent any collection, use or disclosure of, or access to, the City's
proprietary information that this Agreement does not expressly authorize. Such
safeguards shall include,without limitation, an information security processes or
procedures that meets the highest industry standards to safeguard the City's proprietary j
information.
Article 13,Insurance
13.1 The CONTRACTOR shall procure and maintain for the duration of the Agreement,
insurance against claims for injuries to persons or damage to property which may arise
from or in connection with the performance of the work hereunder by the CONTRACTOR,
their agents, representatives,employees or subcontractors.
(1) The CONTRACTOR shall obtain the minimum scope of insurance, including the
types described below:
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Request for Proposals for a Traffic Signal Management System
a. Automobile Liability insurance covering all owned, non-owned, hired j
and leased vehicles. Coverage shall be written on Insurance Services
Office (ISO)form CA 00 01 or a substitute form providing equivalent
liability coverage. If necessary, the policy shall be endorsed to
provide contractual liability coverage,
b. Commercial General Liability insurance shall be written on ISO
occurrence form CG 00 01 and shall cover liability arising from premises,
operations, independent contractors,products-completed operations,
personal injury and advertising injury,and liability assumed under an
insured contract.The Commercial General Liability insurance shall be
endorsed to provide the Aggregate Per Project Endorsement ISO form
CG 25 03 1185. The City shall be named as an insured under the
Contractor's Commercial General Liability insurance policy with respect
to the work performed for the City using ISO additional insured
endorsement CG 20 10 11 85 or a substitute endorsement providing
equivalent coverage.
c. Workers'Compensation coverage as required by the Industrial
Insurance laws of the State of Washington.
d. Professional Liability insurance appropriate to the Contractor's
profession and if available to the Contractor.
(2) The CONTRACTOR shall maintain the following minimum amounts of insurance
limits:
a. Automobile Liability insurance with a minimum combined single limit for
bodily injury and property damage of$1,000,000 per accident.
b. Commercial General Liability insurance shall be written with limits no
less than $1,000,000 each occurrence, $2,000,000 general aggregate,
and a$1,000,000 products-completed operations aggregate limit.
o, Professional Liability insurance shall be written with limits no less than
$1,000,000 per claim and$1,000,000 policy aggregate limit.
(3) Other Insurance Provisions include insurance policies to contain,or be endorsed
to contain, the following provisions for Automobile Liability and Commercial
General Liability insurance:
a. The Contractor's insurance coverage shall be primary insurance as
respect the City.Any Insurance,self-insurance, or insurance pool
coverage maintained by the City shall be excess of the Contractor's
insurance and shall not contribute with it.
b. The Contractor's insurance shall be endorsed to state that coverage
shall not be cancelled by either party,except after thirty(30)days prior
written notice by certified mail, return receipt requested, has been given
to the City.
c. The City shall be named as an additional insured on all policies(except
Professional Liability)as respects work performed by or on behalf of the
contractor and a copy of the endorsement naming the City as additional j
insured shall be attached to the Certificate of Insurance.The City
reserves the right to receive a certified copy of all required insurance
policies.The Contractor's Commercial General Liability insurance shall
also contain a clause stating that coverage shall apply separately to each
insured against whom claim is made or suit is brought, except with
respects to the limits of the insurer's liability.
(4) The CONTRACTOR's insurance is to be placed with insurers with a current A.M.
Best rating of not less than A:VII.
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(5) The CONTRACTOR shall furnish the City with verification of coverage and j
original certificates and a copy of the amendatory endorsements, including but
not necessarily limited to the additional insured endorsement, evidencing the
insurance requirements of the Contractor before commencement of the work.
(6) The CONTRACTOR shall include all subcontractors as insured under its policies
or shall furnish separate certificates and endorsements for each subcontractor.
All coverages for subcontractors shall be subject to all of the same insurance
requirements as stated herein for the Contractor.
Article 14.Indemnification
14.1 Contractor shall defend, indemnify and hold the City, its officers, officials, employees,
agents and volunteers harmless from any and all claims, injuries,damages, losses or
suits, including all legal costs and attorney fees, arising out of or in connection with the
Contractor's performance of this Agreement, except for that portion of the injuries and
damages caused by the City's negligence.
The City's inspection or acceptance of any of Contractor's work when completed shall not
be grounds to avoid any of these covenants of Indemnification.
Should a court of competent jurisdiction determine that this Agreement is subject to RCW
4.24.115,then, in the event of liability for damages arising out of bodily injury to persons
or damages to property caused by or resulting from the concurrent negligence of the
Contractor and the City, its officers, officials, employees, agents and volunteers, the
Contractor's liability hereunder shall be only to the extent of the Contractor's negligence.
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE
INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONTRACTOR'S
WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE,TITLE 51 RCW, SOLELY
FOR THE PURPOSES OF THIS INDEMNIFICATION.THE PARTIES FURTHER
ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER.
The provisions of this section shall survive the expiration or termination of this
Agreement.
Article 15.Successors and Assigns
15.1 All of the terms, conditions, and provisions hereof shall inure to the benefit of and be
binding upon the parties hereto, and their respective successors and assigns; provided,
however,that no assignment of this Agreement shall be made without written consent of
the parties to this Agreement.
15.2 Any attempt by CONTRACTOR to assign or otherwise transfer any interest in this
Agreement without the prior written consent of the City shall be void.
Article 16.Notices
16.1 Any notice or instrument required to be given or delivered by this Agreement may be
given or delivered by depositing the same in any United States Post Office, registered or
certified, postage prepaid,addressed to:
City of Kent
220 4'h Avenue South
Kent,WA 98032
Attn:Steve Mullen, Transportation Engineering Manager
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Article 17.Governing Law
17.1 This contract is governed by the laws of the State of Washington.All actions concerning
this contract shall be brought in the Superior Court of the State of Washington.
Article 18.Conflicting Provisions
18.1 In the event a conflict exists among the following agreements and/or documents that
have been dually accepted by the City and CONTRACTOR,the order of precedence for
conflict resolution is;
(1) Any agreed changes to this Implementation Services Agreement
(2) Statement of Work(Exhibit A)
(3) Consideration and Payment Terms(Exhibit B)
(4) Contractor's Responsibility for Functional Requirements(Exhibit C)
(5) The City's Request for Proposals for a Traffic Signal Management System,
dated .
(6) Contractor's response to the City's Request for Proposals for a Traffic
Signals Management System,dated February 24,2014
18.2 All contents of the City's Request for Proposals, dated February 3, 1024,as amended on
July 9, 2014 (RFP),and the CONTRACTOR'S proposal, as amended during best and
final offer discussions(Proposal),are incorporated into this contract.
Article 19.Execution
IN WITNESS, the parties below execute this Agreement,which shall become effective on the
last date entered below.
CONTRACTOR: CITY OF KENT: >
(s(gnature)) (signature)
Print Name; /-J`G� b1 uV ,,, '✓ int Na e; Suzette Cooke
Title N.' O J,+'_ qS O C/ 17 � _ Tit e: _. Mayor
Date: L b Date:
NOTICES TO BE SENT TO: T
TICES TO BE SENT TO:
CONTRACTOR: Y OF KENT:
Doug Terry, P.E. phen Mullen,Transportation Engineering
Aegis ITS nager
3360 East La Palma Av of Kent
Anaheim, CA,92806 Fourth Avenue South
t,WA 98032
714-575-5701 (telephone)
714-630-1973(facsimile) (253) 856-5585(telephone) '..
(253)856-6500(facsimile)
APPROVED AS TO FORM:
Kent Law Department
2013
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Request for Proposals for a Traffic Signal Management System
STANDARD IMPLEMENTATION SERVICES AGREEMENT
Exhibit A
STATEMENT OF WORK
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1.0 Introduction
This fixed price Statement of Work(—SOW)is made by and between Contractor and the City.This SOW
documents the roles and responsibilities of the parties, and the Services and Deliverables that the
Contractor will provide to the City.The remainder of this Exhibit A consists of the following sections:
2. Definition of Terms
3, Scope
4. Staffing
5. Kent Deliverables
B. Contractor Deliverables
7. City and Contractor Responsibilities and Access
2.1 Definition of Terms
2.2 —Agreement means this implementation Services Agreement,including all of its Exhibits and
all instruments supplementing,amending,or confirming this Agreement.
2.3 —Amendment means written documentation between Contractorand City evidencing their
agreement to change particular aspects of this Agreement.
2.4 —The City means the City of Kent,Washington,
2.5 —ComputerSystem means a computing environment,including servers,operating systems,
database management systems,communications components,and necessary peripheral
devices.
2.6 —Contractor means Aegis ITS and its successors.
2.7 —Deliverable shall mean all Deliverable work products specified in Exhibit A,Statementof
Work.
2.8 —Go-Live means the date upon which the City first uses the Licensed Software for Productive
Use.
2.9 —Hardware means the computing equipment upon which the Licensed Software operates.
2.10 —Licensed Software means Contractor's proprietary application software identified in a
separate Licensing and Maintenance Contract between the Contractor and the City.
2.11 —Malfunction means a defect of the Licensed Software that degrades its use.Three levels of
Malfunction classifications(Type A, Type B, and Type C)are further defined as follows:
s is an error, bug, or discrepancy that delays or inhibits the
2.11.1 TypeAMalfunction—Thi g, p y y
primary functionality of the Licensed Software or a Malfunction that has the potential to
corrupt Licensed Software data. Contractor will respond to all reported Type A
Malfunctions within 30 minutes of receiving notification of the Type A Malfunction.
Correction of this type of malfunction will begin as soon as the Type A Malfunction is
verified by Contractor. Contractor will assign its technical staff immediately for
continuous work until the reported malfunction has been resolved. If such a problem is
not resolved within 24 hours after receipt of report from Customer, and verification by j
Contractor, Contractor will escalate its efforts toward resolution by adding staff and/or
sending technical/support staff to the customer's location.
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2.11.2 Type B Malfunction—This is a defect of the Licensed Software that degrades its use.
Contractor will respond to all reported Type B Malfunctions within two hours of
receiving notification of the Type B Malfunction. This type of malfunction will be
corrected within two business days of the verification of the malfunction by Contractor.
2,11.3 Type C Malfunction—This is a condition when the user is attempting to utilize the
product in conformance with the User Manual and the resulting condition produces
results which are incorrect but the reporting user has other means to work within the
limitation of the reported malfunction.This includes all malfunctions that are not
considered Type A or Type B. Contractor will respond to all reported Type C
Malfunctions within four hours of receiving notification of the Type C Malfunction. This
type of malfunction will be corrected within five(5)business days.
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2.12 —Material Malfunction means an error,bug,or discrepancy that delays or inhibits the primary
functionality of the Licensed Software or a Malfunction that has the potential to corrupt software
data; also an accumulation of non-material Malfunctions that, considered together, satisfies the
standard for materiality, Includes all Type A Malfunctions as defined in RFP Appendix D,
Section 3.3 to the separate Licensing and Maintenance Contract between the Contractor and
the City.
2.13 —Product Order Form means the Product OrderForm(ExhibitDofthisAgreement)entered
into by Contractor and City.
2.14 —Productive Use means the Licensed Software is being used by City in a production
environment.
2.15 —Release means each issuance of the Licensed Software,identified by the numeral to the left
of the leftmost decimal point in the Licensed Software's version designation(i.e., 5.1.0
designates the Licensed Software as part of Release 5).
2.16 —Services are the activities necessary to complete the Contractor Deliverables included in
Section 5 of Exhibit A.
2.17—Services Final Acceptance means the date upon which the City accepts Deliverable 17,
Configured Licensed software in Productive Use..
2.18 —Software means the program material in machine-readable orinterpreted form,and may
include,where appropriate, listings of either machine code or source code and related
materials, including instructions and Documentation provided by the Contractor to the City,
including any such programs provided subsequent to this Agreement,and including all copies
made by the City.
2,19 —Statement of Work means the scope of work contained in Exhibit A delineating,among other
things, the Services that will be provided by the Contractor to the City pursuant to this
Agreement. Exhibit A may be amended or modified by mutual specific written agreement of the
parties'respective representatives from time to time in accordance with the terms of this
Agreement.
3.0 Scope
This Statement of Work includes the work effort necessary to install,configure, interface,test, load with
data, and implement for Productive Use city-wide Traffic Signal Management System sufficient to meet the
functional requirements as listed in Exhibit C, Contractors Responsibility for Functional Requirements.
This consists of the Contractor products listed in the following table, as well as any other hardware and
software necessary to meet the requirements, including distinct non-production environments necessary
to support configuration, testing, and training. If, in order to successfully install and implement
Contractor's products and services, Contractor requires the City to purchase third-party hardware or
software, Contractor warrants and guarantees that the specified third-party hardware and software
products will operate within the performance requirements of the Contractor's system. If those third-party
products or services meet the required specifications, but fail to operate within the performance
requirements of Contractor's system, then Contractor, at its own cost,shall remedy that failure, including,
without limitation, the
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CITY OF KENT.WA
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performance of those products or services in the system,the compatibility of those products and services
with Contractor's software, performance and data capacities. Contractor's personnel costs and related
expenses due to time spent on problems with those third party products and services(including project
delay costs), and any other impact on the City's or the Contractor's software or equipment or the project
caused by the third party products or services that affects the overall system operation or performance.
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Centracs Base ATMS Advanced Traffic Management Software licensed to Per Signal 150
manage 160 signals with the capability to manage up to signals
300 signals
No limit
on users
4.1 Staffing
Contractor will provide the following key staff to the implementation effort:
Nick Ullman Senior Associate Project Manager 144 64
Chris Flores ITS Engineer System conversion 210 64
Keoni Wasano Senior Engineer System conversion 200 64
Donnie Smith System Support Engineer Implementation and 40 32
Training
Jeff Waif Account Manager Account Manager N/A N/A
Doug Terry c00 Responsible Officer N/A N/A
4.2 Key Contractor Staff;Subcontracting
The parties agree that the individuals listed above are essential to the Services to be provided
to the City under this Agreement. The parties agree that:
(a) Contractor shall not transfer or reassign such individual or individuals without first having
obtained the express written approval of the City. If Contractor desires to make such
transfer or reassignment, Contractor shall present to the City a qualified replacement. Such
replacement shall be subject to the City's prior written approval. The City will respond in
writing to all requests for transfer, reassignment, and replacement within ten(10) business
days of receipt of the request.
(b) Should such individual or individuals no longer be employed by Contractor during the term
of this Agreement, Contractor shall present to the City a qualified replacement. Such
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replacement shall be subject to the City's prior written approval. The City will respond in
writing to all such requests for replacement within ten (10) business days of receipt of the
request.
(c) Contractor may not subcontract the Services or any portion of the Services to any third-
party(including any independent contractor)without the prior written consent of City,which
consent may not be unreasonably withheld. If City consents to the use of a subcontractor,
then: (1)Contractor guarantees the subcontractor's performance; (ii)Contractor remains
obligated under this Agreement for the performance of the subcontracted Services;(iii)
Contractor must enter into a written agreement with the subcontractor obligating the
subcontractor to comply with Contractor's obligations under this Agreement; and(iv) City
has no obligations to the subcontractor and the subcontractor has no rights or remedies
against City. Contractor may not impose on City a surcharge for any subcontractor fees.
(d) Contractor will ensure that all staff, including subcontractors and joint venture partners, pass
criminal background checks prior to beginning work under this Agreement.The results of
the background checks will be reported to the City project manager before staff begins work
on the project.
4.3 Right of City to Reject Employees or Subcontractors
The City shall have the right to reject any of Contractor's employees or subcontractors whose
qualifications or performance in the City's good faith and reasonable judgment do not meet the
standards established by the City as necessary for the performance of the Services, provided
that such rejection does not violate any applicable law or government regulation.
5.1 Contractor Deliverables
This section defines the Deliverables that Contractor will create under this Agreement, along with
associated acceptance criteria.At the City's option, a Delivery Expectation Document(DED)and a
structured walkthrough may be required for each Deliverable.
5.2 Performance of Services
Contractor will render all Services in a professional and workmanlike manner and in compliance
with all schedules, timelines, and specifications agreed by the parties. In performing the
Services, Contractor will comply with the descriptions and representations as to the Services
(including staffing assigned, skills of assigned staff,performance capabilities, accuracy,
completeness, specifications, standards,function and requirements)set forth in this Exhibit A.
All Services will be coordinated with City's designated representative. Contractor shall use its
best efforts to cooperate with City personnel and any other third parties that City hires to
perform work related to the Services. Contractor shall use access rights granted solely for the
proper execution of its duties and not to make them accessible or to disclose them to any third
persons. Contractor shall not breach City's security and shall not compromise the physical or
network integrity or security of City's facilities and equipment.
For a given activity, all labor effort not explicitly assigned to City staff will be performed by
Contractor personnel.
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Request for Proposals for a Traffic Signal Management System
5.3 Acceptance of Services
All Services rendered will be accepted in accord with Deliverable acceptance criteria specified
below.
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Deliverable 1 Baseline Detailed Project Schedule(written)
Purpose Before significant work occurs,a mutually agreed-upon project schedule is required to
serve as the baseline for the project, and to identify the specific tasks and resource
levels necessary to timely deliver the elements in the Statement of Work.
Content. A hierarchical work breakdown structure, including task schedules and resource
assignments broken down to a sufficient level of detail to allow effective project control.
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'Acceptancee The City project manager will provide comments on the baseline detailed project plan
r within 5 business days of receipt. If comments are received,the City project manager
and the Contractor will mutually agree on timeframe and steps for finalizing the
Deliverable for City approval and acceptance.
xCity; ` Provide input to facilitate Contractors development of the detailed project schedule. ,!
Responsibility' '.
'Other Initial project plan to be delivered within two (2)weeks following project initiation.
:i Project plan updates will be made as mutually agreed by project managers.This
Deliverable will be provided as a Microsoft Project 2010 file.
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Deliverable 2 ; i' Hardware Specifications (written)
Purpose To provide the City with all necessary specification to enable preparation of the City's
data center for installation of the Hardware and Licensed Software at least 45 days
prior to the scheduled installation. Hardware and system software shall have sufficient
v , capacity to provide reasonable response time to the City's users for all online
transactions, ad hoc queries,and scheduled reports.
.Contents Detailed specifications of the hardware and associated environmental requirements for
S the proposed system.
Acceptancel The City will provide comments on the Hardware Specifications within 15 business days
of receipt.
C , If additional drafts are required before acceptance of the Hardware Specifications,the
:( City will provide comments on the Hardware Specification within 15 business days of -
:' receipt. If comments are received, the City project manager and the Contractor will
mutually agree on timeframe and steps for finalizing the Deliverable for City approval
and acceptance.
City Provide information necessary to support specification development. Provide timely
[2espon5iblllfy , `. review of hardware specification Deliverables.
Other . is
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Delhierable 3 Meetings and Status Reports(written/activity)
Purpose To provide clear on-going communications to any and all interested parties concerning
the status of the project.
Gontenf 1. A semi-monthly report containing sufficiently detailed information to enable the City
to determine the status of the project and of any variance from the detailed project
plan.The status report will include, at a minimum:
(a) Technical status of the project including Deliverable status,configuration
status,and forecasted Deliverable status for the next reporting period
(b) Resource status for the project including staff utilization.
(c) Schedule status for the project Including task status,milestones completed,
phases completed,schedule trends and schedule summary
(d) Issues, risks,and resource constraints which are affecting or could affect
progress including the proposed or actual resolution
_ (a) Proposed changes to the project schedule, reasons for the changes, and
approval/disapproval determination for any proposed changes
x (f) Updated detailed project schedule with approved changes highlighted
2. Weekly project status meetings will be held with the project team;the project
schedule and schedule will be updated for these meetings at least hi-weekly.The
purpose of these meetings is to track project progress and Deliverable status,
evaluate any corrective actions that may be required, and to plan the following
week's project activities. Changes to the project schedule to mitigate issues and
risks to ensure the project remains on schedule will be the primary focus of these
meetings
., 3. The Contractor is also expected to conduct stand up meetings on an as-needed I.
basis with targeted audiences to facilitate the resolution of critical issues,prepare
for go live, and to provide post-implementation support.
Acceptance si The City project manager will provide comments on the status reports within five(5)
.' business days of receipt. If comments are received,the City project manager and the
Contractor will mutually agree on a timeframe and steps for finalizing the Deliverable for ;
City approval and acceptance,
City• -i Ensure decisions are made timely and work with the executive steering committee and J
Responsibility the care project team to keep the project on track.
Other ` '. Status reports will be due on the Viand and 15"days of the month, or the first working day
thereafter. Reports should be delivered via email.
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Deliverable if Installation Certification(software/written)
Purpose, Certify the successful installation of the Hardware and Licensed Software in the City's
data center or other specified location,and that the test and production environments
are functioning as necessary to support the implementation effort.
Content, A signed document warranting and certifying that the Hardware and Licensed Software
has been installed in the City's development and production environments,that the
Licensed Software works as intended,that the installation has not degraded use of
other City computer systems,that user authentication Information is correctly shared
with the City's network user authentication application and that the Licensed Software
can be accessed via the network and can communicate with other City network
resources necessary for the full functioning of the Licensed Software. The document
will also summarize the components installed and describe the means used to verify
_ the installation.
Acceptance The City's project manager will provide comments on the Installation Certifcation
Deliverable within 5 business days of receipt. If comments are received,the City project
manager and the Contractor will mutually agree on timeframe and steps for finalizing
the Deliverable for City approval and acceptance.
City - ? Ensure hardware, system software, and database management system, and other
Responsibility necessary technical components are timely purchased, Installed, and configured in
preparation for installation of the Licensed Software.
Other
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CITY OF KENT,WA
Request for Proposals for a Traffic Signal Management System
Deliv`era4le 5 " System Configuration Reports (written-one report per city business process)
Purpose To identify gaps where the hardware and/or the software cannot be configured to
t meet desired business processes and suggest resolutions for those gaps as well as
% to clearly communicate the system configuration,including decisions made and the
logic behind the decision. li
Content. `, I A document that effectively describes the entire system configuration,including
decisions made and the logic behind the decision.The individual reports will identify '..
specific business activities that cannot be automated with the licensed software, j
suggest alternative solutions,identify related impacts,and recommend a solution.
This Deliverable will confirm the shared understanding between the City and contractor
of the requirements and the method by which they will be satisfied during the
implementation of the Licensed Software. It must identify existing requirements that
must be revised or clarified for unambiguous interpretation and address additional
requirements identified during work sessions with City stakeholders.
The Deliverable must include a traceability matrix,from the completed requirements to
he used throughout the remainder of the development effort,and particularly in
mapping user acceptance test criteria back to the requirements.
Acceptance 4 ° The City will provide comments on each System Configuration Report within 15
business days of receipt.
If additional drafts of a report are required before acceptance of a Final Report,the City
i' will provide comments on each such Draft System Configuration Report within 15
business days of receipt. If comments are received,the City project manager and the
Contractor will mutually agree on fimeframe and steps for finalizing the Deliverable for f
I- City approval and acceptance.
C�tys Make subject matter experts available as necessary to facilitate Contractor's
Responsibility development of the System Configuration Reports.
Other ,i.`. ' The City will work with Contractor to develop an agreed table of contents for the reports
prior to their development.
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CITY OF KENT,WA
Request for Proposals for a Traffic Signal Management System
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-Deliverable 6 - Configured Software Ready for Test(software)
Purpose :: To deliver functional and licensed software to the City configured in accord with the
System Configuration Reports and ready for testing,including the set up and delivery of
'.. up to 15 traffic signals of the City's choosing.
Content' : the configured Licensed Software, installed on the Clty's Computer System. I'I
.'Acceptance The City,in its sole discretion,will certify in writing that the Licensed Software works as
z,1 VI intended and is ready for user testing within 5 business days of its installation.
City,-, . The City will work with the Contractor to develop a list of up to 15 traffic signals and the
Respons_ibiirty ,• necessary attributes as part of the business process analysis activities.The City will test
the data set-up as part of its overall testing responsibilities.The City will accept the -
Traffic Signal Management System data set-up when they operate free of defects.
The City will make an evaluation team and subject matter experts available to answer
questions necessary to support Contractor's configuration of the Licensed Software for '..
up to 400 hours.
Other
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CITY OF KENT.WA
Request for Proposals for a Traffic Signal Management System
Deliverable.? Draft and Final Test Plans(written)
Purpose? To define the approach for testing of the Licensed Software.
Content. A document that:
1. Defines the overall testing process, including unit,system,acceptance,field,and
r performance testing 1
2. Provides a content outline to guide development of test scripts for unit,system,
acceptance,field and performance testing
3. Includes at a minimum 5 test scripts developed by the Contractor to serve as a
guideline for the City's development of remaining scripts
a 4. Defines a mechanism for tracking test performance and completion
5. Defines procedures for managing the test environment,including change control
rt 6. Defines procedures for assigning severity to problems encountered
rAcceptance; `- The City will provide comments on the Draft Test Plan within 10 business days of
receipt.
The City will provide comments on the Final Test Plan within 5 business days of receipt.
If additional drafts are required before acceptance of the Final Test Plan,the City will
provide comments on each Draft Test Plan within 10 business days of receipt. If
comments are received,the City project manager and the Contractor will mutually
agree on timeframe and steps for finalizing the Deliverable for City approval and '..
acceptance.
City , Provide input to assist with development of the test plan Deliverables. Provide timely
Responsibility review of test plan Deliverables. Develop detailed test scripts.
other; The City will work with the Contractor to develop an agreed table of contents far the
Test Plan prior to its development.The Contractor is responsible for developing the test
methodology and acquiring any necessary automated testing cools and bug frocking
software.The Contractor will also be responsible for training city staff on test
methodologies and the proper use of the test tools selected to script and perform test
cases and document test case results.
The Contractor is responsible for identifying the appropriate corrections required to
successfully complete all test cases. Before the Contractor can progress to the next
phase of testing the Contractor must satisfy the City's Protect Team that the appropriate
tests have been conducted and the expected results were obtained.
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Del!VWbte 8 ' Draft and Final Data Conversion Plans (written)
Purpose ' +` To define the approach and schedule for converting historical data to the new Licensed
Software and for populating data fields that must be completed prior to Productive Use,
Content: A document that:
1. Identifes the data to be converted, including mapping that cites specific data
' sources and destinations for each field
2. Defines necessary conversion algorithms
''' 3. Defines roles and responsibilities associated with data conversion and field
population
4. Identifies all data elements in the licensed software that must be populated prior to
Productive Use,including those with no source data in the City's legacy systems
' -1 5. Provides a plan for ensuring that the Licensed Software is appropriately populated
with all necessary data prior to Productive Use
6. Provides a plan for testing the converted and populated data In the Licensed
Software for accuracy and consistency
Acceptance a. The City will provide comments on the Draft Data Conversion Plan within 15 business
is days of receipt.
The Citywill provide comments on the Final Data Conversion Plan within 10 business
days of receipt.
If additional drafts are required before acceptance of the Final Data Conversion Plan,
the City will provide comments on each Draft Data Conversion Plan within 10 business
days of receipt. If comments are received,the City project manager and the Contractor
'I will mutually agree on timeframe and steps for finalizing the Deliverable for City
approval and acceptance.
`City ` With advice from Contractor,decide what data and how,much data to convert. Provide
Responsibility " ' input to assist with developing the data conversion plan. Provide timely review of
'I associated Deliverables.
Other The City will work with Contractor to develop an agreed table of contents for the Data
Conversion Plan.
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.Deliverable 9 Migrated Data Ready for City Validation (software)
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Purpose: To translate or install the data from the existing system into the new system.
Content.: i Data input into the system databases to be,used for testing.
Acceptance Provide necessary access to data to support data migration.
City. The City will examine the migrated data as part of its overall testing responsibilities.The
Responsibility City will accept the Migrated Data when it appears free of Defect(s).
OtheY `
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Request for Proposals for a Traffic Signal Management System
Deliverabla;W Installation Architecture Specifications(written)
Purpose :'i To concisely document the Licensed Software's architecture and Interfaces in a manner
-- understandable to all project participants.
Content This specification must document:
f 1. The major modules of the software and the interfaces between them
2. For each software module, the major data inputs,functions to be performed,and
major data outputs
3. All external interfaces,including a description of the information sent and received,
and the method and timing of the Interface
4. Data structure definitions, Including the description of each element(e.g.,name,
type.,and dimension), relationships between elements(structure), range of possible
values of each element,and initial values of each element
5. The hardware specifications required to run the system, including server
architecture,database, application,internet,and other servers and associated data
storage devices
6. A security plan for user access rights and a template to guide the City's
development of a comprehensive security plan
This Deliverable also includes review and comment of the City's comprehensive
security plan.
,Acceptance '. The City's project manager will provide comments on the installation architecture
specification within 15 business days of receipt. If comments are received,the City
I; project manager and the Contractor will mutually agree on timeframe and steps for
finalizing the Deliverable for City approval and acceptance.
City. )' Provide input to assist with developing the Installation Architecture Specification.
ResponsfbM ' ;` Provide timely review of associated Deliverables.
"Other " is The Contractor must prepare presentation materials and conduct an in-depth,
structured walkthrough of the solution architecture with technical and non-technical
project team members to allow for early detection of possible architectural design flaws, L.
encourage early participation by non-technical staff,and identify improvement
opportunities.
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Request for Proposals for a Traffic Signal Management System
Deliverable 11' Draft and Final Training Plans (written and activity)
-Purpose To define the approach and schedule for end user and systems operation training, and
deliver train-the-trainer training to city staff.
,ContGnt, JI A document that:
1. Outlines the necessary classes and curriculum for each class
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2. Provides a content outline to guide development of classroom materials
3. Identifies City attendees and instructors
' 4. Provides a training schedule
a 5. Provides a mechanism for tracking completion of training
0. Stabilization support and spot training
The Contractor will provide end user training to selected city staff who will then
In
!I administer training within his or her functional area or similar role(e.g., permit
technician, reviewer,project manager, inspector,online permitting/service).
'Acceptance 1' The City will provide comments on the Draft Training Plan within 10 business days of
receipt.
\ The City will provide comments on the Final Training Plan within 5 business days of
receipt.
If additional drafts are required before acceptance of the Final Training Plan, the City
r will provide comments on each Draft Training Plan within 10 business days of receipt. If
comments are received,the City project manager and the Contractor will mutually
agree on timeframe and steps for finalizing the Deliverable for City approval and
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acceptance.
City" 4." Provide information necessary to support training plan development. Provide timely
Responsibility. review of training plan Deliverables.The City will develop training classroom materials
for end users.
Other The City will work with Contractor to develop an agreed table of contents for the
Training Plan prior to its development.
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Request for Proposals for a Traffic Signal Management System
Deliverable 12 Site Customization Document(written)
Purpose r. To guide City business staff with the use and ongoing configuration of the licensed
s' hardware and software as it may have been customized for this installation.
Content Documentation that supports city-specific business use of the hardware and software and
provides guidance to end users in correct execution of user-performed application
maintenance and configuration activities. Includes site-specific customizations and usage
considerations.
Acceptance J The Citywill provide comments on the Draft Site Customization Document within 10
business days of receipt.The City will provide comments on the Final Site
Customization Document within 5 business days of receipt.
If additional drafts are required before acceptance of the Site Customization Document,
the City will provide comments on each Draft Site Customization Document within 10
> business days of receipt. If comments are received,the City project manager and the
'i. Contractor will mutually agree on timeframe and steps for finalizing the Deliverable for
City approval and acceptance.
City Provide information necessary to support document development.Provide timely
Responsibility review of Site Customization Document.
Other' ' The City will work with the Contractor to develop a mutually agreeable table of contents
for the Site Customization Document prior to this development.
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Request for Proposals for a Traffic Signal Management System
Deliverable l,17 Draft and Final Go-Live and Stabilization Plans(written)
Purpose To define the steps necessary for a successful Go-Live and subsequent stabilization of
the Licensed hardware and software.
_Content.:., The Go-Live and Stabilization Plan will consist of a detailed task plan,including a
'. readiness checklist and resource assignments,to support moving the Licensed
r Software Into Productive Use. It will include a data load and conversion plan and a
contingency plan in the event that the Go-Live fails. It will also include a stabilization
plan that details Contractor's commitments to stabilization and the transition to full
support by City staff.
Acceptance The City will provide comments on the Draft Go-Live and Stabilization Plan within 10 ICI
business days of receipt.
The City will provide comments on the Final Go-Live and Stabilization Plan within 5
business days of receipt.
If additional drafts are required before acceptance of the Final Go-Live and Stabilization
Plan,the City will provide comments on each Draft Go-Live and Stabilization Plan
within 10 business days of receipt. If comments are received,the City project manager
and the Contractor will mutually agree on timeframe and steps for finalizing the
Deliverable for City approval and acceptance.
City" Provide information necessary to support document development. Provide timely
Responsibility review of Stabilization Plan Deliverables.
Other, , The City will work with Contractor to develop an agreed table of contents for the Go-
Live and Stabilization prior to its development.
Deliverable 14 Technical Operations Manual (written)
Purpose; -' To guide City staff in the technical operation and maintenance of Licensed hardware
and software after implementation. Includes site-specific customizations and
operational considerations.
ton tent The Conti actor will deliver a Technical Operations Manual that describes the
procedures necessary to operate and maintain the Licensed Software.
AceepAance k The City project manager will provide comments on the Technical Operations Manual
within 15 business days of receipt. If comments are received,the City project manager
and the Contractorwill mutually agree on timeframe and steps for finalizing the
Deliverable for City approval and acceptance.
City ". The City will work with Contractor to develop an agreed table of contents for the
Responafbihty Technical Operations Manual prior to its development.
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6.1 City and Contractor Responsibilities and Access
City will be responsible for the proper configuration, installation, and maintenance of the Computer
System as required by Contractor or the manufacturer, and for providing and installing any hardware,
programming,or other materials to be provided by City. City will provide utilities(Including heat, light,
power, and air conditioning)for operation of the Computer System in accordance with Contractor's
and any third party contractor's requirements.
In connection with Services. City will reasonably cooperate with Contractor and will:
(a) Give Contractor physical access to the City's site during normal working hours(or as otherwise
agreed),and office space and equipment,telephone service, programming facilities,and other
reasonable administrative and infrastructure support as needed for Contractorto deliver services;
(b) Give Contractor remote Internet access to the servers on which the Licensed Software resides;
(c) Make available knowledgeable City staff to answer questions and make decisions when
necessary relating to the business and functional aspects of the services being performed by
Contractor;
(d) Provide timely responses and approvals to Contractor;
(a) Conduct regular backups of the City's servers.
Contractor shall comply with all of City's security procedures regarding such access.
Contractor shall use such access solely for performing its obligations hereunder and Contractor shall
be liable for any breach of City's systems arising from Contractor's access or using City's passwords
and access rights.
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STANDARD IMPLEMENTATION SERVICES AGREEMENT
EXHIBIT B
CONSIDERATION AND PAYMENT SCHEDULE
PAYMENTSCHEDULE
The City shall make payments based on the Deliverables defined in this Agreement.The Deliverables to
be furnished by the Contractor and associated payment milestones are identified in the table below.
Payment shall be contingent upon the City's signed acceptance of the Deliverables and require a
Contractor's signed certification memo of completion that identifies the Deliverable(s)being invoiced.City
acceptance will not be unreasonably withheld (to be negotiated with the Contractor after Contractor
selection).
Deliverable 1:Baseline Detailed Project Schedule $ 4,767.961 $ 715.1 E $4,052.7
Deliverable 2: Hardware Specifications $ 1,113.1 $ 166-97 $946.1
Deliverable 3: Meetings and Status Reports_ $ 19,073.1 $ 2,860.97 $16,212.1
Deliverable 4:Installation Certification $ 1,113,1 $ 166.97 $946.1
Deliverable 5:System Configuration Reports $ 6,071.3 $ 910.71 $5,160.6
Deliverable 6:Configured Software Ready for Test $ 6,294.2f $ 944.14 $5,360.1
Deliverable 7: Draft and Final Test Plans $ 6,453.3 $ 967.9 $5,485.3
Deliverable 8: Draft and Final Data Conversion Plans $ 2224.9 $ 333.74 $1,891.2
Deliverable 9: Migrated Data Ready for City Validation $ 10,371.4 $ 1,555.71 $8,815.7
Deliverable 10:Installation Architecture Specifications $ 3 417.6 $ 512.64 $2,904.9
Deliverable 11.,Draft and Final Training Plans $ 6,6, $ 1,001A3 $5,674.7
Deliverable 12:Site Customization Document $ 2,034.66 $ 305.2C $1,729.4
Deliverable 13:Go-Live and Stabilization Plan $ 2,304.47 $ 345.67 $1,958.8
Deliverable 14:Operations Manual $ 921 Z $ 138.23 $783,3
Flexible-use hours $ 29,246.43 $ 4,38696 $24,859A
$ 102,080 56 $ 15,312.5 $86,771.0
The above payments represent a firm,fixed price for all services necessary to meet the City's
requirements as documented in this Agreement.
Changes to the schedule contained in the Baseline Detailed Project Schedule caused by Contractor's
performance shall not entitle Contractor to additional compensation.
Amounts due the City as damages may be deducted by the City from any money payable to Contractor
pursuant to this Agreement. The City shall notify Contractor in writing of any claim for damages prior to
the date the City deducts such sums of money payable to Contractor.
City will reimburse Contractor for all necessary travel that is approved by Contractor's and City's project
managers. Reimbursement will be in accordance with City travel policies,which allow reimbursement for
coach airfare,actual lodging cost, and meals and incidental expense at allowable rates. Contractor will
use good faith, diligent efforts to minimize such expenses.
All undisputed amounts on each invoice delivered to the City by Contractorshall be due and payable
within thirty(30)days of receipt thereof by City. Each invoice must detail the services provided.All
invoices for services rendered will include, at a minimum, the type of service being performed as defined
by the subcategory of the task from the Statement of Work, a breakdown of on-site vs. off-site time, the
total hours,the employee, and the period covered.This detail can either be included in the body of the
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CITY OF KENT,WA
Request for Proposals for a Traffic Signal Management System
invoice or through a detail supplement that will be provided in conjunction with the invoice, such as a
report or spreadsheet.
RETAINAGE PAYMENT
A withholding of fifteen (15)percent will be retained from every invoice amount paid to the Contractor for
professional services under this Agreement. One-half of the amount withheld to date will be paid upon
Go-Live.One month after Services final acceptance, the remaining balance will be paid.
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2013 D-26